Ethics Policy

CODE OF CONDUCT AND ETHICS

Introduction
This Code of Conduct and Ethics (the “Code”) has been proposed by the Management and adopted by the Board of Directors (the “Board”) of Mantaline Corporation (the Company”) to assure that all of employees of the Company adhere to ethical standards and obey all applicable laws and that the employees, officers and directors of Mantaline clearly understand what is required of them in that regard.

The Code does not address every ethical or legal issue that an employee, officer or director may face and is not a substitute for the exercise of good judgment by the Company’s employees, officers and directors. Compliance with the Code and the Company’s other policies and procedures are a condition of employment and the failure to comply may result in discharge for cause.

Basic Principles And Practices

Compliance With Laws
It is the Company’s policy to comply with all laws, rules, and regulations that are applicable to its business. To that end, the use of the Company’s funds or assets for an unlawful or improper purpose is prohibited. Where applicable laws, rules and regulations are ambiguous, management shall obtain legal advice from the Company’s outside Counsel to clarify their meaning and assure compliance.

Accurate Books And Business Records
It is Company policy to make full, fair, accurate, timely and understandable disclosure in compliance with all applicable laws and regulations in all reports and documents that the Company files with, or submits to, any governmental entity and in all other public communications made by the Company.

The integrity and completeness of record keeping is not only the Company’s policy, it is also mandated by law. The Company is required to keep books, records, and accounts that accurately and fairly reflect all transactions and to maintain an effective system of internal controls. The improper alteration, destruction, concealment or falsification of records or documents cannot be tolerated and may result in discharge for cause or criminal penalties.

Proper recording of all financial as well as operational transactions is essential to the Company’s control of its affairs and the accuracy of both its financial and management reporting. To maintain the integrity of the accounting records, all entries in the Company’s books and records must be prepared carefully and honestly and must be supported by accurate documentation to provide a complete, accurate and auditable record. All employees have a responsibility to assure that their work is timely, complete and accurate. No false or misleading entry may be made for any reason, and no employee may assist any other person in making a false or misleading entry.

Employees must provide accurate and complete information to the Company’s officers, directors, legal counsel, internal auditors, independent auditors, and any other person authorized to receive the information. Undisclosed or unrecorded transactions are not allowed for any purpose and any employee having information or knowledge of any undisclosed or unrecorded transaction or the falsification of records should report it promptly to the President or Chairman of the Board.

Confidentiality
All employees may learn facts about the Company’s business, plans, operations or “secrets of success” that are not known to the general public or to competitors. Confidential information includes all non-public information that might be of use to competitors, or harmful to the Company, its customers, or suppliers if disclosed. During the course of performing your responsibilities, you may also obtain information concerning possible transactions with other companies, or receive confidential information concerning other companies, which the Company may be under an obligation to maintain as confidential.

You must maintain the confidentiality of information entrusted to you by the Company, its customers and suppliers, except when disclosure is authorized or legally mandated. Employees who possess or have access to confidential information or trade secrets must:

Not use the information for their benefit or the benefit of persons inside or outside of the Company.

Carefully guard against disclosure of that information to people outside the Company. For example, you should not discuss such matters with family members or business or social acquaintances or in places where the information may be overheard such as taxis, public transportation, elevators or restaurants.

Not disclose confidential information to another Company employee unless the employee needs the information to carry out business responsibilities.

If employees are unsure whether information may be disclosed, they should ask their immediate supervisor or Company Controller. The unauthorized disclosure of confidential information will be considered a serious violation of the Code and may subject the violator to discharge for cause.

Your obligation to treat information as confidential does not end when you leave the Company. Upon the termination of your employment, you must return everything that belongs to the Company, including all documents and other materials containing Company and customer confidential information. Under Ohio law, confidential business information from prior employers is protected and you must not disclose confidential information to a new employer or to others after ceasing to be a Company employee.

Corporate Opportunity
Employees should advance the legitimate interests of the Company when the opportunity to do so rises. Employees must not take for themselves personally opportunities that could reasonably be available to the Company. If an employee learns of a business or investment opportunity through use of Company property or information or through his or her position at the Company, the employee may not participate in the opportunity or make the investment without the prior written approval of the President. Employees may not use corporate property or information or their positions at the Company for improper personal gain and may not compete with the Company.

Directors’ duties with respect to the corporate business opportunities are somewhat different. A corporate business opportunity in this context is defined at (1) an opportunity in the Company’s line of business or proposed expansion or diversification, (2) which the Company is financially able to undertake and (3) which may be of interest to the Company. A director who learns of such a corporate business opportunity and who wishes to participate in it should disclose the opportunity to the Board of Directors. If the Board of Directors determines that the Company does not have an actual or expected interest in the opportunity, then the director may participate in the opportunity, provided that the director has not wrongfully utilized the Company’s resources in order to acquire the opportunity.

Fair Dealing
When interacting with the Company’s employees, competitors, suppliers, customers, clients or licensees each employee should strive to act with integrity and honesty and avoid taking advantage of anyone through any unfair-dealing practice. Employees must never take unfair advantage of others through manipulation, concealment, abuse of privileged information, misrepresentation of material facts of any other unfair-dealing practice.

Gifts, Gratuities, And Entertainment
Receiving business gifts, including the acceptance of meals or transportation, of nominal value is permissible where customary. Receiving cash or gifts of significant values is prohibited. Customary business entertainment, including meals or conventional land transportation, is proper unless the value, cost, or frequency of the business entertainment is such that it could be interpreted as affecting an otherwise objective business decision. When determining if a gift could be interpreted as affecting an employee’s otherwise objective business decision, the position of the employee and whether the employee is or could be in a position to influence the Company’s relationship with the competitor, supplier, customer, client, licensee or any other party with which the Company is contemplating a transaction will be taken into account.

When accepting any gift in value greater than $25.00, notify your supervisor. Also, if the gift involves a business meeting, document the meeting, the gift, the people involved and the purpose and outcome of the meeting in IQMS Customer Relationship Manager (CRM/VRM) under the customer or supplier.

When you are providing a gift, entertainment or other accommodation in connection with Company business, you must do so in a manner that is in good taste and without excessive expense. Our suppliers and customers likely have gift or entertainment policies of their own. You must be careful never to provide a gift or entertainment that violates the other company’s gift and entertainment policy.

Employee Privacy
We respect the privacy and dignity of all individuals. We expect our employees to do the same. Information about personal compensation, health records and disciplinary action should not be openly discussed with other employees unless they have a specific, work related need to know the information. The Company collects and maintains personal information that relates to your employment, including medical and benefit information. Special care is taken to limit access to personal information to Company personnel with a need to know such information for a legitimate purpose. Employees who are responsible for maintaining personal information and those who are provided access to such information must not disclose private information in violation of applicable law or in violation of the Company’s policies.

Personal items, messages, or information that you consider to be private should not be placed or kept in telephone systems, computer or electronic mail systems, work spaces, lockers, toolboxes, file cabinets or any other company property. The Company reserves all rights, to the fullest extent permitted by law, to inspect such systems and areas and to retrieve information or property from them when deemed appropriate in the judgment of management.

Reporting Violations Of The Code
An employee who becomes aware of a violation of the Code or believes that a violation may take place in the future must report the matter. Ordinarily, the report should be made to the President of the Company or in special situations to the Corporate Secretary, Greg Nolfi, Hahn Loeser and Parks, 3300 BP Tower 200 Public Square Cleveland, OH 44114; telephone 216-621-0150. To ensure that a reporting employee is protected from reprisal, a request for anonymity will be respected to the extent that it does not result in the violation of the rights of another employee.

All reported violations will be promptly investigated by the Company. It is imperative that reporting persons not conduct their own preliminary investigations. Investigations of alleged violations may involve complex legal issues, and acting on your own may compromise the integrity of an investigation and adversely affect both you and the Company. The Company intends to use every reasonable effort to prevent the occurrence of conduct not in compliance with its Code and to halt any such conduct that may occur as soon as reasonably possible after its discovery. Subject to applicable law and agreements, employees violating the Code will be subject to disciplinary action, possibly including discharge for cause.

A person making a good-faith report of a possible violation of the Code will not be subject to retaliation. Any attempt at reprisal against the reporting employee will be punished severely. In addition, it is a Federal offense to retaliate against any person who provides a law enforcement officer with any truthful information relating to the commission or possible commission of a Federal offense.

Amendments To Or Waivers Of The Code
If an employee believes that a waiver of the Code is necessary or appropriate, including, but not limited to any potential or actual conflict of interest, or any waiver of the Company’s policies or procedures, a request for a waiver and the reasons for the request must be submitted in writing to the President of the Company. Amendments to and waivers of the Code must be approved by the Board and will be publicly disclosed as required by applicable laws and regulations.

No Rights Created
The Code is a statement of certain fundamental principles, policies and procedures that govern the Company’s employees in the conduct of the Company’s business. It is not intended to and does not create any rights in any employee, customer, supplier, competitor, stockholder or any other person or entity.