Corporate Governance

CODE OF CONDUCT
OF
MODERN MEDICAL MODALITIES CORPORATION
adopted July 24, 2006

Purpose and Scope

It is the policy of Modern Medical Modalities Corporation to conduct its affairs in accordance with all applicable laws and regulations.  This Code of Conduct  (the “Code”) applies to the directors, officers and employees of Modern Medical Modalities Corporation, its subsidiaries, and any subsidiaries it may form in the future (collectively, the “Company”). The purpose of this Code is to deter wrongdoing and to promote:

  • Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
  • Full, fair, accurate, timely, and understandable disclosure in the periodic reports required to be filed by us;
  • Compliance with applicable governmental laws, rules and regulations;
  • The prompt internal reporting to an appropriate person or persons identified in the Code of violations of the Code; and
  • Accountability for adherence to the Code.

We expect all of our directors, officers and employees to comply at all times with the principles in this Code. A violation of this Code by you is grounds for disciplinary action up to and including discharge.

This Code does not summarize all of our policies. You must also comply with our other policies set forth elsewhere.

Fair Dealing

  •  You must at all times deal fairly with our patients, referring physicians, suppliers, competitors and employees.
  • While we expect you to try hard to advance our interests, we expect you to do so in a manner that is consistent with the highest standards of integrity and ethical dealing.
  • You may not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of facts, or any other unfair-dealing practice.

Compliance with Laws, Rules and Regulations (Including Insider Trading Laws)

  • You must at all times comply with the letter and spirit of all applicable laws, rules and regulations. This includes, without limitation, laws covering copyrights, trademarks and trade secrets, information privacy, insider trading, illegal political contributions, antitrust prohibitions, foreign corrupt practices, offering or receiving gratuities, environmental hazards, employment discrimination or harassment, occupational health and safety, false or misleading financial information or misuse of corporate assets.
  • You are strictly prohibited from trading in our stock or other securities while in possession of material, nonpublic information about our Company. In addition, you are strictly prohibited from recommending, "tipping" or suggesting that anyone else buy or sell our stock or other securities, on the basis of material, nonpublic information. Please carefully read our Insider Trading Policy in full and contact our Chief Financial Officer if  you have questions about it.

Accuracy of Books and Records

  • You must honestly and accurately report all business transactions. You are responsible for the accuracy of your records, time sheets and reports. Accurate information is essential to our ability to meet legal and regulatory obligations.
  • All Company books, records and accounts must accurately reflect the true nature of the transactions they record.
  • Company financial statements shall conform to generally accepted accounting rules and our accounting policies.
  • No undisclosed or unrecorded account or fund shall be established for any purpose.
  • No false or misleading entries shall be made in Company books or records for any reason, and no disbursement of corporate funds or other corporate property shall be made without adequate supporting documentation or for any purpose other than as described in the documents.
  • If you believe that Company books and records are not being maintained in accordance with these requirements, you should report the matter to your supervisor or our Chief Financial Officer.

Conflicts of Interest

  • You must avoid conflicts of interest or the appearance of conflicts of interest.
  • A "conflict of interest" occurs when your private interest interferes in any way - or even appears to interfere - with the interests of the Company as a whole.
  • Conflict situations include:
    1. When you, or a member of your family, will benefit personally from something you do or fail to do that is not in the best interests of the Company;
    2. When you take actions or have interests that may make it difficult to perform your Company work objectively and effectively; and
    3. When you, or a member of your immediate family, receive improper personal benefits as a result of your position in the Company.
  • It is your responsibility to disclose any material transaction or relationship that reasonably could be expected to give rise to a conflict of interest to our Chief Financial Officer or if you are an executive officer or director to the Audit Committee of our Board of Directors.

Loans to Executive Officers and Directors

  • We will not, directly or indirectly, extend or maintain credit, or arrange for an extension of credit, in the form of a personal loan to or for any executive officer or director.
  • Any loans grandfathered pursuant to Section 402 of the Sarbanes-Oxley Act of 2002 may not be materially modified.

Corporate Opportunities

  • You must not:
    1. Take for yourself personally any opportunity of which you become aware, or to which you obtain access, through the use of corporate property, information or position;
    2. Make it possible for somebody other than the Company to take advantage of an opportunity in any of our areas of business of which you become aware in the course of your activities on behalf of the Company, unless we have expressly decided not to attempt to take advantage of the opportunity;
    3. Otherwise use corporate property, information, or position for personal gain; or
    4. Compete with us generally or with regard to specific transactions or opportunities.
  • You owe a duty to us to advance our legitimate interests when the opportunity to do so arises.

Confidentiality

  • You must maintain the confidentiality of all information that we, or our customers, have entrusted to you, except when disclosure is authorized or legally mandated.
  • Confidential information includes all information that may be of use to our clients, or that could be harmful to us or our customers, if disclosed.
  • You must comply with all confidentiality policies adopted by us from time to time, and with confidentiality provisions in agreements to which you or we are parties.

Protection and Proper Use of Company Assets

  • You will in all practicable ways protect our assets and ensure their efficient use.
  • Theft, carelessness and waste have a direct impact on our profitability. All Company assets should be used only for legitimate business purposes.

Change in or Waiver of the Code

  • With regard to any waiver of any provision of this Code for a director or executive officer, such waiver must be approved by the Board of Directors and disclosed on a Form 8-K within four business days.
  • With regard to any employee who is not an executive officer or director of our company, such waiver must be approved by the Chief Executive Officer or such other person as is designated by our Chief Executive Officer.
  • Any change or waiver of provisions of this Code will be reported in filings with the SEC and otherwise reported to our shareholders to the full extent required by the rules of the SEC and by the applicable rules of Nasdaq.

Compliance

  • You must report promptly any violations of this Code (including any violations of the requirement of compliance with law). Failure to report a violation can lead to disciplinary action against the person who failed to report the violation which may be as severe as the disciplinary action against the person who committed the violation. Normally, a possible violation of this Code by an employee other than an officer of our Company should be reported to the supervisor of the employee who commits the violation.
  • A possible violation of this Code by a director or an officer should be reported to our Chief Financial Officer. If you believe that in a particular situation it would not be appropriate to report a possible violation by a director or officer to the Chief Financial Officer, you may report the possible violation to our Chief Executive Officer, to the Audit Committee of our Board of Directors, or to any other officer or director of our Company to whom you believe it would be appropriate to report the possible violation.
  • If you report a possible violation of this Code by another person, your identity will be kept confidential, except to the extent that you consent to be identified or your identification is required by law.
  • Possible violations may be reported orally or in writing and may be reported anonymously.
  • We will not allow retaliation for reports of possible violations made in good faith.
  • When reporting an actual or possible violation, employees will be asked to provide the time, location, names of the people involved, and other details so that we can investigate.
  • Employees, officers and directors are expected to cooperate fully with any inquiry or investigation regarding an alleged violation of this Code.  Failure to cooperate with any such inquiry or investigation may result in disciplinary action up to and including termination.
  • The Company shall determine whether violations of this Code have occurred, and if so, shall determine measures to be taken.  If an executive officer or director is alleged to have violated this Code, the Chief Executive Officer and the Board of Directors, respectively, shall determine whether a violation of this Code has occurred, and shall determine the disciplinary measures to be taken against such executive officer or director as a result of such violation.

This document is not an employment contract between the Company and its employees, nor does it modify their employment relationship with the Company.

Each employee is responsible for knowing and complying with the current laws, regulations, standards, policies and procedures that apply to the Company’s work.