This policy statement is intended to make Directors, Officers and Employees (hereinafter "Company Personnel") aware generally of their responsibilities under certain federal securities laws so that they will know then these laws may be applicable.  It is a violation of Company Policy and federal law for any Company Personnel to sell or purchase the Company's securities while he or she is aware of material, nonpublic information about the Company unless they meet the conditions of the special situations set forth below.  It is also illegal and against Company Policy to communicate or "tip" material, nonpublic information to non-Company Personnel so that they may trade in Company securities based on that information.  This Policy applies to all securities issued by the Company, including its common stock and options to purchase common stock, and any other type of security that the Company may issue or that relate to the Company's securities, such as preferred stock, convertible debentures, warrants and exchange-traded options or other derivative securities.

Who is an Insider?

For the purpose of Securities and Exchange Commission ("SEC") Rule 10b-5, an "insider" is any Company Personnel of the Company or any of its subsidiaries who possesses material nonpublic information about the Company.  In addition, family members and friends of Company Personnel as well as professional advisors (e.g. accountants, attorneys, investment bankers and consultants) who receive material, nonpublic information about the Company may be considered insiders of the Company.

What is Material Information?

Any information, both positive or negative, that a reasonable investor would consider important in deciding whether to buy, sell or hold the Company's securities is or information that likely would affect the price of Company stock is material.  Information can be material even if it relates to future, speculative or contingent events and even if it is significant only when considered in combination with publicly available information.  Examples of some types of information that can be material are:

· Financial performance, especially quarterly and year-end earnings and significant
  changes in financial performance, outlook or liquidity.
· Company projections that significantly differ from external expectations.
· Sizeable mergers and acquisitions or the divestiture of significant assets,
  subsidiaries or business units.
· The loss of a key customer.
· Important discoveries related to our products or product lines.
· Stock splits, public or private securities offerings, or changes in Company dividend
  policies or amounts.
· Actual or threatened material civil or criminal litigation or government
  investigations, or the resolution of such matters.
· Significant changes in senior management.

What is Nonpublic Information?

Nonpublic information is information which has not been generally made available to investors.  Information is considered to be nonpublic until it has been effectively disclosed to the public and there has been adequate time for the market as a whole to digest that information. Examples of effective disclosure include Company filings with the Securities and Exchange Commission (the "SEC"), press releases, meetings with members of the press and the public, and conference calls or webcasts that are open to the public. Generally, no transactions should take place until the next business day after the disclosure of material information.

Prohibited Transactions

Transactions in Company Securities.  Except in the special situations set forth below, when any Company Personnel knows material, nonpublic information about the Company, he or she may not:

· Trade in Company securities.
· Advise others to buy, hold or sell Company securities.
· Have others trade for him or her in Company securities.
· Disclose the information to anyone else who might then trade ("tip").
· Assist anyone in any of these activities.

Transactions that may be necessary or justifiable for independent reasons (such as the need to raise money for an emergency) are not an exception to the prohibition on insider trading.

Transactions in the Securities of Other Companies. Company Personnel also may learn material, nonpublic information about other companies from time to time as a result of their jobs. Prohibitions against insider trading apply equally to transactions in those companies' securities while the Company Personnel is in possession of their material, nonpublic information.

Short Sales. Short selling is the act of borrowing securities to sell with the expectation of the price dropping and the intent of buying the securities back at a lower price to replace the borrowed securities.  Short sales of the Company's securities evidence an expectation on the part of the seller that the securities will decline in value, and therefore signal to the market that the seller has no confidence in the Company or its short-term prospects.  In addition, short sales may reduce the seller's incentive to improve the Company's performance.  For these reasons, short sales of the Company's securities are prohibited by this Policy Statement.  In addition, Section 16(c) of the Exchange Act prohibits officers and directors from engaging in short sales.

Special Situations

Company Personnel Stock Purchase Plans. The trading prohibitions and restrictions set forth in this Policy do not apply to periodic contributions by the Company or by Company Personnel to benefit plans (e.g., 401K plans) which are used to purchase Company securities pursuant to the individual's advance instructions. Company Personnel, however, may not alter their instructions regarding the purchase or sale of Company securities in such plans, or make discretionary transfers into or out of Company securities in such plans, while in the possession of material, nonpublic information.

Stock Option Plans. The trading prohibitions and restrictions of this Policy apply to the exercise of Company stock options only if the Company Personnel exercising his or her stock option receives cash in lieu of shares of Company stock at the time of such exercise.  The Policy also would apply if Company Personnel intend to sell shares of the Company stock acquired under the option.

Rule 10b5-1 Trading Plans. Company Policy permits Company Personnel to trade in Company securities regardless of their awareness of inside information if the transaction is made pursuant to a pre-arranged trading plan that was entered into when the Company Personnel was not in possession of material, nonpublic information (a "Rule 10b5-1 Trading Plan"). Company Policy requires Rule 10b5-1 Trading Plans to (i) be written, (ii) specify the amount of, date(s) on, and price(s) at which the securities are to be traded or establish a formula for determining such items and (ii) receive prior approval from the Secretary("Compliance Officer"). Rule 10b5-1 Trading Plans may not be adopted when the Company Personnel is in possession of material, nonpublic information about the Company. Furthermore, Company Personnel may amend or replace his or her Rule 10b5-1 Trading Plan only during periods when trading is permitted in accordance with this Policy.

Trading Windows and Preclearance Procedures.

General.  In the absence of a special situation described above, Company Personnel may trade in Company securities only at certain times throughout the year ("trading windows") and only after first obtaining prior approval for a trade from a Compliance Officer at least two (2) days, but no more than five (5) days, prior to the proposed trade.

A Compliance Officer may reject any trading request made at his or her sole and reasonable discretion.

Trading Windows. Subject to being precleared by a Compliance Officer, Company Personnel may trade in Company securities only during the period beginning on the first full trading day following the Company's widespread public release of quarterly or year-end financial results in its Form 10-QSB, and ending at the close of trading on the last business day in the second to last week of the current fiscal quarter (e.g., if the Company releases first quarter financial results in its Form 10-QSB on Tuesday, October 6th, the second quarter trading window is open from Wednesday, October 7th, through Friday of the second week in November).

Hardship Cases.  A Compliance Officer may, on a case-by-case basis, authorize trading in Company securities  outside of the applicable trading windows due to financial hardship or other hardships, but only if: (i) the individual who wishes to trade has, at least two (2) days prior to the anticipated trade date, notified the Compliance Officer in writing of the circumstances of the hardship and the amount and nature of the proposed trade(s) and (ii) the person trading is not in possession of material, nonpublic information concerning the Company and has certified that fact in writing to the Compliance Officer.

Additional Prohibited Transactions.

The Company considers it improper and inappropriate for any Company Personnel to engage in speculative transactions in the Company's securities. It is therefore the Company's Policy that, in addition to the prohibited transactions described above, Company Personnel may not engage in any of the following transactions with respect to the Company's securities: (i) purchase or sale of publicly traded options and (ii) hedging transactions (such as zero-cost collars and forward sales contracts).

Applicability of this Policy to Company Personnels' Family Members and Other Related Parties

This Policy applies not only to Company Personnel but also to Company Personnels' spouses, minor children, other relatives who live in their households and trusts and similar entities with respect to which Company Personnel are trustees or otherwise enjoy beneficial ownership (each, a "Related Party"). For example, (i) a Related Party of a Company Personnel may not purchase Company securities while the Company Personnel is in possession of material, nonpublic information, even if the Company Personnel does not actually "tip" the Related Party regarding such information, and (ii) a Related Party is subject to the preclearance and trading window restrictions set forth in this Policy.

Applicability of this Policy to Former Employees

This Policy's prohibitions against insider trading will continue to apply to transactions in Company securities by former Company Personnel and their Related Parties.

Reporting Violations

Any Company Personnel who becomes aware of a violation of this Policy should (i) report such violation to his or her supervisor or a Compliance Officer, (ii) submit an anonymous report to the Senior Vice President & General Counsel or (iii) or contact the Company's Integrity Hotline.

Legal Review

Remember, if your securities transactions become the subject of scrutiny, they will be viewed after the fact with the benefit of hindsight.  As a result, before engaging in any transaction, you should carefully consider how securities regulators, the public and others might view your transaction in hindsight.  In addition, you should remember that even the appearance of impropriety could impair investor confidence in the Company and subject you, and perhaps the Company, to litigation.

Whenever any Company Personnel has any questions about a transaction or compliance with this Policy or seeks an exception from this Policy, he or she should consult with a Compliance Officer before the transaction takes place. Although their advice should not be considered investment advice or a guarantee that no liability will arise, all decisions by Compliance Officers with respect to this Policy will be final.

Examples of Possible Insider Trading Violations

When most people think of insider trading, names associated with Wall Street come to mind.  However, anyone can be found guilty of insider trading.  Following are three examples of insider trading:

·  The Company President holds a meeting of senior employees three weeks prior to the end of the quarter and presents slides showing that it will be a very profitable quarter.  An employee in attendance at the meeting anticipates that the stock price will go up when the quarterly earnings are made public, and buys 50 shares prior to the public announcement.  The employee then sells the 50 shares shortly after the public announcement of quarterly earnings and makes a profit.  The insider trading violation occurred when the employee purchased the shares using nonpublic information.  The violation would not have occurred if the employee had waited to purchase the shares until the third business day after the quarterly earnings had been made public.

·  You mention to your brother-in-law at a family picnic that the Company is about to buy another large Hawaii company next month.  Your brother-in-law purchases 100 shares of Company stock before the purchase is publicly announced, and sells the shares for a big profit after the announcement.  The insider trading violation occurred when your brother-in-law purchased the Company shares based on nonpublic material information.  The SEC will not only investigate your brother-in-law for his obvious insider trading violation, but can also fine you for up to three (3) times the profit made on his transaction.  This is an example of a "tipper"/"tippee" violation.

·  Through the course of your job, you discover that a large customer of the Company is about to declare bankruptcy, but it has not yet been announced to the public.  You own 1,000 shares of this customer's stock which you immediately sell prior to the public announcement of the bankruptcy.  After the bankruptcy, the stock price of the other company falls drastically, but you avoided a loss by selling before the announcement.  The insider trading violation occurred when you sold your stock in the customer's company based on material nonpublic information, and, among other penalties, you can be fined up to three (3) times the loss avoided.  The obligation to not engage in insider trading extends to any material nonpublic information you may learn about any publicly traded company.

Safeguarding Information

If any Company Personnel has access to material non-public information, he or she must be careful with it, both inside and outside of the office.  In accordance with company policy, they should not:

·  Discuss material, non-public information in public - not even in a public setting on the company's premises.

·  Discuss material non-public information in Internet chat rooms or message boards, and do not post it on internet websites.

·  Send material non-public information by e-mail to anyone, except other Company Personnel who need such information to do their work.

·  Discuss material non-public information with friends and family.  Even seemingly inadvertent releases of this information can expose the company and the Company Personnel and family and friends to civil and criminal penalties.  Keep in mind that friends and family may not fully understand the consequences of disclosing or using material non-public information.

·  Comment on the price or value of Company securities or encourage anyone to buy, sell or hold Company securities.

·  Be careless when working with written material containing material non-public information in public settings, including on public transportation.

Penalties for Insider Trading

Any individual's failure to comply with this Policy may subject that individual to Company-imposed sanctions, including dismissal, regardless of whether or not the individual's failure to comply with this Policy results in a violation of law. In addition, Company Personnel who engage in insider trading (i) could be subject to imprisonment for up to 10 years (25 years if their actions constitute fraud), civil fines of up to three times the profit gained or loss avoided through the trade, and criminal fines of up to $1 million and (ii) may subject the Company and its managers to a civil fine of up to the greater of $1 million or three times the profit gained or loss avoided as a result of the Company Personnel's insider trading violations and a criminal penalty of up to $2,500,000.