Business Conduct

OVERVIEW OF THE WATERGROUP INC. / WATERGROUP CANADA INC.CODE OF BUSINESS CONDUCT

WaterGroup Inc./WaterGroup Canada Inc. Code of Business Conduct ("Code") sets forth in detail our firm commitment to professional and ethical business conduct. The Code describes the behavior that WaterGroup Inc./WaterGroup Canada Inc. and its subsidiaries in the United States and Canada expect from our employees and third parties (such as consultants and vendors) who represent us.

The Code includes discussions of the following expectations with respect to business conduct:

Our Commitment
Our commitment to integrity and high ethical standards must never be compromised in order to obtain a short-term advantage.

Cooperation and Confidentiality
Employees are expected to report improper behavior they observe in the workplace to designated Company officials and to participate in internal investigations of misconduct. (See further discussion at the end of this document.) To the extent possible, confidentiality will be maintained.

No Retaliation
Employees are not to retaliate against anyone who in good faith reports workplace misconduct or participates in an internal investigation.

Discipline
Employees engaging in improper workplace conduct (including retaliation) will be subject to discipline, up to and including immediate termination of employment.

Discrimination/Harassment/Other Employment Practices
The workplace must be free of all forms of illegal discrimination and harassment and accepting of a diverse workforce. Immediately report improper harassment or discrimination in accordance with the Company’s established procedures. We comply with the laws governing child labor and the right of employees to unionize.

Worker Health and Safety
Each employee has active responsibility for maintaining a safe and healthy workplace for all employees. Violence and the use of illegal drugs in the workplace will not be tolerated.

Environmental Protection
Employees must be vigilant in ensuring our compliance with the environmental laws applicable to our companies.

Honoring Commitments to Customers
We will provide products and services that meet the needs of our customers and comply with applicable laws, such as those pertaining to consumer protection, safety standards, and food and drug manufacturing.

Proper Use of Property
The property of WaterGroup Inc./WaterGroup Canada Inc. and our clients and vendors must not be misused or used for the personal benefit of an employee. For example, it is improper to make or install unlicensed copies of computer software.

Unfair Competition/Disparagement/Intelligence Gathering
Employees must be careful not to engage in unfair competitive practices, such as price fixing with competitors, improper disparagement of competitors, and industrial espionage.

Protecting Confidential Information
Proprietary, confidential, and classified information of WaterGroup Inc./WaterGroup Canada Inc. and our clients and vendors must be safeguarded in order to protect its value. Such information must not be disclosed by an employee after leaving employment with the Company.

Insider Trading
An employee's use of material, non-public ("inside") information about WaterGroup Inc./WaterGroup Canada Inc., or any of their affiliates for the financial benefit of employee or any other person is illegal. It is equally unlawful for an employee to use for personal benefit any inside information about unrelated companies obtained in the course of employment. Similarly, an employee may not provide such information to outside persons who do not have a legitimate need to know the information .

Retention of Consultants, Vendors, Government Employees, and Lawyers
The Company will employ only reputable, qualified individuals or firms as agents, representatives, consultants, and vendors. We will not use such individuals or firms to engage in business activities that violate our standards of business conduct or applicable laws and regulations. All vendor and consulting arrangements involving contingent or success fees, lobbying, or business development, and all agreements involving the retention or employment of a person who also is or will be an employee or official of any government or agency thereof, are subject to special approval requirements. No lawyers may be employed or retained by the Company without the prior approval of the WaterGroup Inc./WaterGroup Canada Inc. Legal Department.

Vendor Relations
Employees must select subcontractors and suppliers on the basis of objective criteria, such as quality, technical excellence, cost, and service, and not on the basis of improper factors, such as kickbacks or inappropriate gifts. Treat vendors with respect and fairness.

Government Relations
When dealing with government representatives and agencies, employees must be truthful and accurate in all statements they make. Except as provided in the Code, requests for information from the government about our Company must be referred to the WaterGroup Inc./WaterGroup Canada Inc. Legal Department for response.

Media Relations
Inquiries from the media, such as newspaper reporters, should be responded to only by the Company’s professionals designated to handle such matters.

Political Contributions and Political Activities
Political contributions may be made by the Company only to the extent permitted by law and only in accordance with the policies and procedures of WaterGroup Inc./WaterGroup Canada Inc. Employees will not be reimbursed for any political contributions they made. Employees engaged in political action or community service must exercise caution to do so on their own behalf and on their own time, and not on behalf of the Company.

Lobbying
Lobbying activities on behalf of WaterGroup Inc./WaterGroup Canada Inc. may be engaged in only to the extent permitted by law and only in accordance with the policies and procedures of WaterGroup Inc./WaterGroup Canada Inc..

In summary, we expect all employees and third parties to conduct their business dealings in accordance with the letter and spirit of all laws and to refrain from any form of illegal or unethical conduct.

All employees are encouraged to discuss workplace problems or suspected misconduct with their supervisors. If an employee feels uncomfortable discussing a matter with his or her supervisor, the employee should discuss the matter with the next level of management.

If an employee is reluctant to speak with any of the above persons, believes his or her concerns are not being adequately addressed, or is not sure whom to call about a particular issue, the employee should feel free to contact his or her business center’s Human Resources or Legal Department.