CodeofEthics

The Board of Directors of US Global Enterprises Group, LLC (“USGEGLLC”) has adopted this Code of Ethics and Business Conduct (the “Code”) that applies to all employees, executive officers, directors, and agents (the “Employees”) of "USGEGLLCS" and its direct and indirect wholly-owned subsidiaries worldwide, within all sectors, regions, areas, and functions ("USGEGLLC" together with its subsidiaries, the “Company”).

The purpose of this Code is to focus Employees on conducting their activities in a lawful and appropriate manner and on serving their clients with honor, loyalty, integrity, and accountability. For this reason, all Employees are expected to adhere to the highest ethical standards and the strictest principles of good business practices in the conduct of Company affairs and in the Company’s relationships with customers, suppliers, Employees, advisers, and the communities in which the Company is located.

This Code sets out the fundamental standards to be followed by all Employees in their everyday tasks on behalf of the Company and seeks to promote honest and ethical conduct. Further guidance on the Company’s standards in specific areas may be provided through related and/or supplemental corporate policies and guidelines.

This Code consists of an outline of policies regarding conduct in the following key areas: (i) general standards of conduct; (ii) conflicts of interest; (iii) insider trading; (iv) confidential and proprietary information; (v) disclosure (vi) compliance with laws, rules, and regulations; and (vii) corporate opportunities.

This Code is not all-inclusive. Rather, the purpose of the Code is to provide guidance to Employees for fulfilling their responsibilities on behalf of the Company and for observing the highest ethical standards at all times. The Code does not address every possible situation that may arise. Employees are responsible for exercising good judgment, applying ethical standards, and raising questions when in doubt.

THE COMPANY'S GENERAL STANDARDS OF CONDUCT

General Issues

Company Employees shall:

Conduct the Company’s business with honesty and integrity and in a professional manner that protects the Company’s good public image and reputation.

Build relationships with customers, vendors, and fellow Employees based on trust and treat every individual with respect and dignity in the conduct of the Company’s business.

Encourage and embrace multicultural experience and diversity as strengths of the Company’s global organization.

Respect one another and strive for an inclusive environment free of discrimination, intimidation, and harassment.

Be familiar with, and adhere to, legal requirements and all Company policies and procedures. All Employees are expected to be familiar and comply with the Company-wide policies and procedures as they apply to his or her business unit and, when in doubt, to seek advice from supervisors, managers, or other appropriate personnel as outlined in this Code.

Avoid any activities that could involve or lead to involvement in any unlawful or unethical practice or any harm to the Company's business, reputation or financial condition.

Not lend or borrow money or securities to or from a client. (Company Employees may maintain cash or margin accounts with broker-dealers that subscribe to the Company’s services, and they may transact business on terms generally available to the public with banks or other financial institutions that are Company clients.)

Not serve as a director or officer or hold a control position, whether through security ownership or otherwise, in any company having publicly traded securities without the prior written approval of the Company’s Legal Department.

Respect the Company’s facilities, equipment, supplies, and name and ensure that they are used only for conducting Company business or for purposes properly authorized by Company management.

Report to the Legal Department any violations of law or ethical principles or Company policies that come to the Employee’s attention, and cooperate fully in any audit, inquiry, review, or investigation by the Company.

I. COMPETITION

Company Employees shall:

Respect fair and open competition. The Company seeks competitive advantage though its performance and by providing value to its clients and never through unethical or illegal business practices. In seeking this competitive advantage, the Company must comply with antitrust laws. Antitrust laws, sometimes called competition laws, govern the way that companies behave in the marketplace. Antitrust laws encourage competition by prohibiting unreasonable restraints on trade. The laws deal in general terms with the ways companies may deal with their competitors, customers, and suppliers. To adhere to the antitrust laws, the Company and its Employees must not (i) communicate with any competitor in any way that relates to price or production levels, or in any term that affects pricing; (ii) divide or allocate markets or customers; (iii) agree with a competitor to boycott another business; or (iv) put inappropriate conditions on purchases or sales. Employees must always respect the rights of, and deal fairly with, the Company’s clients, competitors, and other Employees. Violating antitrust laws is a serious matter and could place both the Company and the Employee at risk of substantial criminal penalties.

Obtain information about competitors’ activities in a manner that is open and above board. Employees shall not disparage competitors’ products, and while the Company strives to exceed customers’ expectations, the Company must make only those claims for its products and businesses that can be fully and completely substantiated.

Not engage in bribery or provide kickbacks of any kind to anyone in the conduct of business. U.S. and other governments have laws and regulations applicable specifically to business gratuities that may be accepted by U.S. and foreign government personnel. The promise, offer, or delivery to any official or employee of the U.S. government or an official employee or candidate of a foreign government of a gift, favor, payment, or other gratuity in violation of these rules would not only violate Company policy, but could also be a criminal offense. Similarly, the laws of many U.S. states, U.S. federal laws, and the laws of many other countries prohibit engaging in “commercial bribery.” Commercial bribery involves the soliciting, demanding, or accepting of anything of value from any person with the intention of influencing or being rewarded in connection with any business or transaction. This prohibition on offering or paying bribes also applies to third parties acting on the Company’s behalf, such as contractors and consultants. The Company must never engage a third party whom the Company believes may attempt to offer a bribe to conduct the Company’s business.

II. RECORDKEEPING

Company Employees shall:

Maintain appropriate documentation of client engagements and of Company business operations in accordance with Company policies and procedures and with other relevant legal and professional requirements.

Avoid destroying or altering documents, or recommend their destruction or alteration, for any illegal or improper purpose.

Understand that all memoranda, notes, lists, records, and other documents (and all copies thereof) made or compiled by an Employee or made available to an Employee concerning the business of the Company is the Company’s property and shall be delivered to the Company promptly upon the termination of the Employee’s employment with the Company or at any other time upon request.

Gifts and Contributions

Company Employees shall:

Not make a payment or give a gift or any other thing of value in excess of $100 per Employee per year to any person where the payment or gift relates to the business of the recipient’s employer. This prohibition shall not apply to gifts to persons with whom the Employee has a family or other personal relationship that exists apart from his or her association with the Company. Notwithstanding the foregoing, Company Employees may make a payment or give a gift in excess of $100 per Employee per year provided that: (i) the payment or gift is reasonable and is made in the ordinary course of conducting business (for example, for dinners, rounds of golf, and event tickets); (ii) the payment or gift does not constitute a conflict of interest or create the appearance of impropriety; and (iii) the Employee is not aware that acceptance of the payment or gift is a violation of the recipient’s own internal policies and procedures.

Not receive any gift or other good or service worth more than $100 per year from any person or entity that does business with the Company or works with the Company. Employees may accept small gifts and entertainment that are worth less than $100, as long as the Employee is personally satisfied that the gift or entertainment is not intended to influence the Employee’s judgment or the performance of the Employee’s duties. The acceptance of gifts and entertainment from clients, vendors, suppliers, or other Employees must never constitute a conflict of interest or create the appearance of impropriety.

Not contribute to political parties on behalf of the Company without the approval of the Company’s Board of Directors.

III. CONFLICTS OF INTERESTS

In order to ensure that the Company upholds the highest ethical standards in conducting Company business, Employees must not place themselves in a position that could impair judgment in carrying out the business affairs of the Company. A “conflict of interest” exists when one’s private/personal interest interferes — or even appears to interfere — in any way with the interests of the Company as a whole and/or the Company’s clients.

Employees should observe the following principles when dealing with conflicts of interest:

Familiarize themselves with the policies and procedures implemented by the Company to mitigate potential conflicts of interest and adhere to all such policies and procedures.

Avoid actual or potential conflicts of interest with the Company and/or the Company’s clients, or the appearance thereof, in all transactions.

Avoid relationships that impair, or appear to impair, the Company’s objectivity and independence.

Reject inappropriate pressure from clients.

Report to the Legal Department any material transaction or relationship that could reasonably be expected to create a conflict of interest with the Company and/or the Company’s clients.

Employees should seek continually to maintain objectivity and independence. Any Employee who is aware of a conflict of interest, or is concerned that a conflict of interest may develop, should discuss the matter immediately with the Company’s Legal Department.

IV. CONFIDENTIAL AND PROPRIETARY INFORMATION

As part of the company's business is in the CEO and Board Services, CEO and Board Executive Search, CEO and Executive Coaching, CEO and Executive Career Transition, CEO Interim Management Services, and we have particular responsibilities for safeguarding the information of our clients and the proprietary information of the Company.

The Company possesses and will continue to possess information that has been created, discovered, and developed by the Company, has been disclosed to the Company under the obligation of confidentiality, or has otherwise become known to the Company or in which property rights have been assigned or conveyed to the Company, which information is confidential to the Company and has commercial value. All such information, except such information as is known or becomes known to the public, is referred to as “Confidential and Proprietary Information.” For purposes of this Code, “Confidential and Proprietary Information” includes all non-public information relating to the Company. Employees are responsible for the safeguarding of Confidential and Proprietary Information. By way of illustration, but not limitation, Confidential and Proprietary Information includes customer lists, information related to the Company’s customers and clients, details of Company contracts, pricing policies, financial statements, projections, marketing plans or strategies, new product developments or plans, business acquisition plans, new personnel acquisition plans, trade secrets, operation methods, and software and computer programs. While employed by the Company and thereafter, Employees shall keep secret and retain in the strictest confidence all such Confidential and Proprietary Information.

Employees should observe the following principles when dealing with Confidential and Proprietary Information:

Protect Confidential and Proprietary Information both internally and externally.

Do not disclose confidential client information to other Company Employees who do not have a need to know such information in order to provide services to that client.

Do not disclose Confidential and Proprietary Information to anyone outside the Company unless you are authorized to do so and, if you are permitted to share information, limit the amount of information shared and disclose it only on a need-to-know basis in order, and only as required, to provide the services the Company is engaged to provide.

Be mindful of obligations of confidentiality when using the telephone, fax, electronic mail, copier, and any other means of storing and transmitting information.

Do not discuss confidential information in any public areas where it can be overheard, read confidential documents in public places, nor leave or discard confidential documents where they can be retrieved by others.

Obtain, develop, and protect Confidential and Proprietary Information in an appropriate manner, respecting any restrictions on its use and reproduction.Information regarding the identity of clients and their transactions, holdings, and accounts is confidential. Such information may not be disclosed to persons within the Company unless they have a need to know such information to perform their job function. Employees may not disclose such information to anyone outside of the Company except: (i) in the event an outside firm needs to know the information in order to perform services for the Company and is bound by contract to maintain its confidentiality; (ii) as required in the performance of services for a client; (iii) when a client has consented to the disclosure; (iv) as required by law; or (v) as authorized by the Legal Department.

The provisions of this Code regarding confidentiality are in addition to any other Company policies and/or any agreements between the Company and any Employee.

V. COMPLIANCE WITH LAWS, RULES, AND REGULATIONS

The Company’s policy is to comply with all applicable laws, rules, and regulations. Each Employee is responsible for adhering to the standards and regulations imposed by these laws, rules, and regulations, and in particular, those relating to accounting and auditing matters.

Any Employee who is unsure whether a situation violates any applicable law, rule, regulation, or Company policy should contact the Company’s Legal Department.

VI. CORPORATE OPPORTUNITIES

Employees are prohibited from:

Taking for themselves opportunities that are discovered through the use of Company property, Company information, or the Employee’s position.

Using the Company’s property or information for personal gain.

Competing with the Company for business opportunities; however, if the Company’s independent directors determine that the Company will not pursue a particular opportunity that relates to the Company’s business, then the Employee may take advantage of the opportunity.

Waiver Requested by Executive Officers and Directors

Any waiver of a specific provision of this Code for any director or executive officer of the Company must be approved, if at all, in advance by a majority of the independent directors serving on the Board of Directors. Any such waiver that may be granted and is required to be disclosed by applicable law will be publicly disclosed by appropriate means.

How to Report Your Concerns

Where to Direct Questions.

If you have questions about this Code or concerns about any of the matters listed in this Code, please first consider speaking with your immediate supervisor — if that person was not involved in the matter giving rise to your questions. If you do not wish to communicate with that person on the matter, please feel free to contact the Legal Department, Human Resources, or any member of the Company’s management. If you wish to communicate any matter anonymously, you are free to do so (although we encourage you to identify yourself in the event we need to follow up with you on any aspect of your report), and we will maintain the confidentiality of your communication to the extent reasonably possible under the circumstances.

Reports can be filed via a secure website www.shsethicsissues.com or via our telephone number (610) 240-9500 which are also available on that website.

If a decision about a particular action is not covered specifically by this Code or any related corporate policies, you should seek guidance from your supervisor or from appropriate internal resources, such as the Legal Department or the Human Resources Department. Please see below the section of this Code entitled “Audit Committee Available to Hear About Accounting Matters” for additional information.

Guidance and Communication Required by Management.

Senior management should be a role model for these standards by visibly demonstrating support and by regularly encouraging adherence by managers. Managers should ensure that all their Employees receive guidance and communication on ethical behavior and legal compliance relevant to their duties for the Company.

Good Faith Concerns Protected.

We encourage each of our Employees to report any concern regarding possible illegal or unethical conduct relating to our business. We do not discriminate, retaliate, or permit discrimination or retaliation against any Employee who reports a concern to us in good faith. In addition, Company policy prohibits the discharge of, other adverse employment action in any manner against, or threat to or harassment of an Employee for any lawful, good faith act by the Employee in providing information or assisting in an investigation by us or any governmental authority or agency, of violations of applicable laws.

False Claims Prohibited.

It is a violation of our standards for any Employee to communicate a report claiming illegal or unethical conduct that the Employee knows or reasonably believes to be false.

Audit Committee Available to Hear About Accounting Matters.

In addition to the above, if you have concerns about accounting, internal accounting controls, or auditing matters relating to our Company, you are also free to contact directly the Audit Committee of our Board of Directors. Inquiries or communications intended to be anonymous should be made in writing without indicating your name or address and should be mailed to the Company’s address, Attention: Chairman of the Audit Committee.

Please mark the envelope “Confidential.”Procedures for Investigating and Resolving Concerns. The individual or committee that receives a report under this Code may, in his, her, or its discretion, assume responsibility for evaluating any possible violation and directing or conducting any investigation or may delegate any portion of such responsibility to management, our Board of Directors, another committee of the Board of Directors whose charge includes the matter at issue, or another person or entity, either inside or outside the Company.

If the Audit Committee chooses to assume responsibility for evaluating any possible violation or directing or conducting any investigation where the investigation concerns a possible violation by a member of the Board of Directors, the Audit Committee, not including that member, shall assume such responsibility. If the Audit Committee is conducting the investigation, it shall have the authority to engage independent counsel and other advisers, as it deems necessary, to assist in its investigation and decision-making process. After conducting the investigation, the results will be evaluated, and the Company shall authorize such prompt response, follow-up, and preventive actions, if any, as are deemed necessary and appropriate to address the substance of the reported possible violation. Failure by any Employee to comply with this or any Company policy will subject Employees, including supervisors who ignore prohibited conduct, or have knowledge of the conduct and fail to correct it, to disciplinary action up to and including termination of employment with the Company.

Putting the Code into Practice

This Code provides Employees a set of fundamental standards for making the right decisions. These standards are grounded in the Company’s values, on which to base conduct across all areas of professional activity.

How do we put the Code into practice and ensure that we are living up to our ethical obligations?

When in doubt as to the correct action to take, ask the following question:

“Would I feel comfortable in explaining this action to my family or close friends or seeing my action reported on the front page of the local newspaper?”

The Company is best served when everyone’s answer to this question is an unqualified, "NO".

Revised ... January 2009

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