ETHICS POLICY

Jay Electric conducts its business in strict compliance with all applicable rules, laws, regulations, and internal policies, procedures and guidelines, with honesty and integrity, and with a strong commitment to high standards. In instances where the proper and ethical course of action is unclear, counsel from attorneys and others will be sought. Such situations must be brought to the attention of the president or chairman of Jay Electric immediately.

In no instance shall anyone engage in a course of action which would be of a liability or embarrassment to Jay Electric. Our own motto says it all, " a company marked and known for excellence and integrity."

Jay Electric believes in the highest ethical standards.

The sales of Jay Electric products and services should always be free from even the inference or perception that favorable treatment was sought, received, or given on the basis of furnishing or receipt of gifts, entertainment, favors, hospitality, or other gratuities. Similarly, purchase of supplies, materials and services from vendors, suppliers, and subcontractors must be accomplished in a manner that preserves the integrity of the procurement process based solely on quality, performance and price.

Jay Electric specifically prohibits offering, giving, soliciting or receiving any form of bribe or kickback. These are criminal acts.

Jay Electric employees may accept meals, refreshments, travel arrangements or accommodations or entertainment of reasonable value and in the course of a meeting or other occasion the purpose of which is to hold bono fide business discussions, provided that the expenses would be paid for by Jay Electric as a reasonable business expense, if not paid for by another party.

Our employees are not permitted to accept promotional items, meals, refreshments or entertainment of more than nominal value from individuals, firms, or representatives of firms who have or seek business relationships with Jay Electric.

A common sense determination should dictate what one would consider nominal. Certainly its value must not give rise to a seeming obligation or incentive for the recipient to "pay back."

Another subjective consideration in the determination would suggest that the value is not nominal if you would not want your supervisor or manager to know about the gift. If it feels wrong, it probably is wrong.

Any exceptions to the above must be approved in writing by the president or chairman.

ANTI-HARASSMENT POLICY

The goal of this policy is to provide Jay Electric employees with a work environment free from any unlawful or inappropriate harassment, including sexual harassment. Harassment is a form of misconduct which undermines the integrity of the employment relationship and will not be tolerated by the company.

No employee, either female or male, should be subjected to any unlawful or inappropriate harassment at Jay Electric, either verbal, physical or graphic, whether committed by a supervisor, manager, co-worker, subordinate, vendor or client of Jay Electric.

Sexual harassment may include unwelcome sexual advances and requests for sexual acts or favors, unwanted touching or intimacy, insulting or degrading sexual remarks or conduct, epithets, slurs or negative stereotyping based on gender, the distribution/posting of sexually offensive or degrading materials in the workplace or any other verbal, graphic or physical conduct of a sexual nature.

In addition, no one should imply or threaten that an applicant's or employee's "cooperation" of a sexual nature (or refusal thereof) will have any effect on the individual's employment, placement, compensation, training, promotion or any other condition of employment.

Jay Electric's anti-harassment policy also strictly prohibits any form of harassment based upon or related to an employee's race, color, sex, religion, national origin, age or disability. For these purposes, the term harassment includes, but is not limited to, slurs, jokes, display of photos, posters, cartoons or drawings, and any other verbal, graphic or physical conduct relating to an individual's race, color, sex, religion, national origin, age or disability.

Any employee who believes he or she has been a victim of such harassment at Jay Electric, or knows of someone who has, should immediately report the incident to his or her supervisor, plant manager or operating division manager. If one of these individuals is somehow involved in the harassment or for whatever reason the employee is uncomfortable reporting harassment to that individual, he or she should report the conduct to one of the other designated individuals, or to the company president. Likewise, if the employee voices a complaint to one of these and is dissatisfied with the response to the complaint, the employee is directed to report the conduct to the company president or chairman.

All reports of harassment will be investigated as promptly and as confidentially as possible under the circumstances, and appropriate action will be taken to remedy the situation, as dictated by the results of the investigation. No form of retaliation will be permitted against any employee for reporting any such conduct. Retaliation on this basis is expressly prohibited and is contrary to the purposes of this policy. In the event of any possible retaliation or threat of retaliation, the employee should report the same as set forth in this policy above.

Any employee (including, but not limited to, officers, managers, supervisors, and/or foremen) guilty of violations of this anti-harassment policy will be subject to strict disciplinary action, up to and including dismissal. The company will not tolerate such misconduct.

Any questions regarding this policy or the application of this policy should be directed to the president or chairman.