CODE OF BUSINESS CONDUCT FOR ENSELEARNING SOLUTIONS

ENS eLearning Solutions Inc. is committed to three fundamental operating principles which are the foundation of its Code of Business Conduct.
They are:

1. Corporate Integrity

   Operating with corporate integrity means that every employee and officer of ENS eLearning

   • Conducts business lawfully and ethically in all relationships and expects the same of its business partners.
   • Avoids conflicts of interest between their personal interests and those of the company.
   • Does not disclose sensitive or confidential information of its own corporation or those that it deals with, especially all business partners and clients.
   • Does not engage in anti-competitive behaviour.
   • Protects the company's assets and those of its business partners and clients.

2. Continuous Improvement

   ENS eLearning seeks to be the "best in class" in technology consulting and elearning. Our goals are ambitious and we seek continuous improvement in the following ways:

   • We commit to providing our customers and clients with service and products of the best value.
   • We are continuously seeking to innovate to help our customers, clients and business partners.
   • We continuously improve our skills and abilities to service our customers and clients.
   • We continuously seek to improve team work and collaboration with our employees, customers and clients.

3. Community Involvement and Social Responsibility.

   We cherish our license to operate and acknowledge our duties to the communities we work in and our responsibility to them.
   This includes:

   • Respecting and supporting the communities in which we work, including assisting in relevant fundraising activities.
   • Conducting our business in a socially responsible way, including respect for the environment.
   • Respecting and promoting the health and safety of our workforce and local communities.
   • Treating all our stakeholders with respect and dignity.

1. Employees and Officers.
   1. ENS eLearning will protect the confidentiality of employee records and privacy and is committed to transparency and full disclosure of all information that may affect them.
      
   2. All employees and officers of ENS eLearning have responsibility and accountability for the health and safety of all employees. We are also committed to the delivery of our services and products in a safe manner.
      
   3. ENS eLearning is committed to providing salaries and benefits that are fair and competitive and provide opportunities for professional development.
      
   4. ENS eLearning is committed to fair and non-discriminatory hiring, equal opportunity and the VALUE DIVERSITY^TM approach to its workforce.
      
   5. ENS eLearning does not tolerate sexual, racial and other forms of unlawful harassment.
      
   6. ENS eLearning expects employees, officers and consultants to be accountable for the quality of their work and results. In an increasingly competitive environment, we are fully committed to raising our standards and continuous improvement in the quality of our products, services and management.
      
   7. All employees and officers of ENS eLearning must avoid all conflicts of interest and conduct themselves in the best interest of the corporation. This includes:
      
      • Any business decision must be made in the best interests of the corporation.
      • No personal benefit whether direct or indirect must be derived personally, or for family or friends, from business decisions made on behalf of the corporation.
      • Employees and officers must avoid any situation that may, or appear to, create a conflict of interest.
      • All employees and officers have a duty to declare any actual or potential conflict of interest to the CEO of the corporation.
      • Outside business activities may constitute a conflict of interest, even if it is conducted outside working hours. This could occur if work is done for a supplier, competitor or customer of ENS eLearning without the knowledge and consent of the corporation.
      
      
   8. Employees and officers of ENS eLearning must not disclose sensitive or confidential information to anyone either inside or outside the corporation who does not have "need to know" status. Confidential and sensitive information includes either information of the corporation or those of its business partners, customers or clients that relate to proprietary, technical, business, marketing strategies, financial, trade secret, intellectual property, joint-venture, training information of any kind and any other information about business partners, customers and clients that is not made available publicly. All employees and officers are responsible and accountable for knowing what can and can not be disclosed, by seeking among other avenues, clarification from superiors, if in any doubt.
      
   9. Employees and officers of ENS eLearning must not make any purchasing decisions based on favouritism, prejudice, preferential treatment or personal gain. Such decisions must be made with honesty and integrity taking into account only legitimate business criteria such as competitive pricing, quality etc. We treat our suppliers with honesty and integrity and expect the same from them.
      
   10. Employees, officers, agents or business partners of ENS eLearning are strictly prohibited from offering, giving, receiving, or conspiring to do any of the aforementioned, any form of bribe, corrupt payment or kickback. We also exercise due diligence to ensure that all agents and representatives that act on behalf of ENS eLearning are not themselves offering bribes, corrupt payments or kickbacks in their other dealings. We do not accept any business gift, entertainment or other benefits which are designed or may appear to be designed to compromise objective business decision making. Exchanges of reasonable and courtesy business gifts and entertainment are allowed if they reflect acceptable and legal business practices. We will observe scrupulously the applicable laws of Canada and the U.S. in this area, including the Canadian Corruption of Foreign Public Officials Act and the U.S. Foreign Corrupt Practices Act.
       
   11. Employees and officers of ENS eLearning are expected to safeguard and protect the corporation's assets, including fixed and moveable property, personnel information, intellectual property and know how. Company assets must not be used in a manner that undermines our competitive position, compromises the company or offends, harasses or promotes unacceptable behaviour (e.g. though improper use of the email or Internet). Any use of company assets for personal benefit or even charitable work must first be approved by the CEO or other designated officer.
       
   12. Employees and officers of ENS eLearning are prohibited from divulging or using confidential or proprietary information that we learn in our work for the company for the purposes of insider trading on publicly traded stocks. We will observe scrupulously the applicable laws of Canada and the U.S. in this area.

2. Relationships with Business Partners, Customers and Clients

   ENS eLearning is firmly committed to the view that its credibility with its business partners, customers and clients is a function of being able to deliver on contractual commitments. For that reason ENS eLearning will not make unrealistic promises, but rather negotiate product and service delivery deadlines that we are reasonably confident of keeping. If circumstances beyond our control occur which prevent us keeping our contractual commitments we will disclose this situation as soon as possible in the spirit of full disclosure and transparency.

3. Protecting the Environment

   ENS eLearning will comply with all environmental laws and regulations and will move beyond compliance by promoting environmental conservation, stewardship and sustainable development in the work that we do. We will set environmental goals and targets and monitor our performance to achieve continuous improvement. We will provide leadership in our sector by promoting environmental best practices with all our suppliers, customers, clients and business partners.

4. Accounting, Finance and Business Reporting

   ENS eLearning will conduct its financial affairs in an open, transparent and lawful manner in accordance with all applicable laws and regulations. No undisclosed funds or accounts may be established. All cash and bank accounts and any other business transactions must be handled in a way that avoids even the appearance of any corrupt payments. All ENS eLearning financial reports, accounting records, sales reports, expense accounts and any other documents relating to finances or compensation must accurately and clearly represent the relevant facts or the true nature of a transaction. ENS eLearning is committed to having its financial situation audited on a regular basis by independent and qualified accountants.