Code of Conduct

Interactive Health Network is a company based on shared values and common goals. That is why our Code of Conduct is so important. It provides us with a clear understanding of our core values: it is what we stand for, and the rules we live by. The Code applies to every subsidiary, every employee, every business transaction and to any business acting on our behalf.
Our Policy does not list every do and don't. We expect our directors and employees to use common sense, individual conscience and a commitment to 100% compliance with the law in applying the Policy to particular situations. Here are some examples:

RESPECT FOR EMPLOYEES/DIVERSITY
Interactive Health Network follows all local employment laws and regulations and respects lawful customs of the countries where we operate.
We believe our most important strength is our employees. We seek to provide a work environment where all employees have the opportunity to reach their full potential. We are committed to equal opportunity in all aspects of employment for all employees and applicants; to providing a workplace free from all forms of discrimination, including sexual and other forms of harassment, and to fostering a work environment where people feel comfortable and respected, regardless of individual differences, talents or personal characteristics.
Interactive Health Network encourages an inclusive culture that welcomes and embraces the strengths of our differences, supports involvement, and provides everyone with equal access to opportunities and information. We believe in treating each other with respect and dignity, thereby fostering an atmosphere of caring, open communications and candor. We respect the rights of individuals to achieve professional and personal balance in their lives. We place a great deal of emphasis on personal integrity and believe long-term results are the best measure of performance.

CONFIDENTIALITY
Employees, officers and directors of the Company may not disclose confidential information entrusted to them by the Company or parties with which the Company transacts business, except when disclosure is authorized by the Chief Executive Officer or required by laws, regulations or legal proceedings. This includes not sharing confidential information with anyone outside of the Company, including family and friends, or with other employees who do not need the information to carry out their duties. Employees, officer and directors remain under an obligation to fulfill this confidentiality even if employment with the Company ends. All public and media communications involving the Company shall be handled exclusively by the Chief Executive Officer or a designated internal officer or an external communications agency if he/she so designates.

CONFLICTS OF INTEREST
Interactive Health Network conflicts of interest policy is straightforward: Employees are required not to compete with Interactive Health Network businesses, and never let your business dealings on behalf of any of our businesses be influenced, or appear to be influenced, by personal or family interests.
We expect that our directors and employees will not benefit from their job or position as director at Interactive Health Network in any way that could harm the Company. For example:
Employees and directors and their immediate family members may not ask for and may not accept payments, services or other things of value from anyone who is doing business or seeking to do business with Interactive Health Network. We recognize that the practice of many of our vendors and business partners is to provide small gifts, or to pay for meals or entertainment for our employees. This is not prohibited as long as our directors and employees use common sense and follow certain guidelines:
1. A director or employee may never accept cash.
2. A director or employee may not accept a gift that is more than a nominal value (generally gifts of less than $100 in value).
3. A director or employee may not accept excessive meals or entertainment.
Exceptions to these guidelines require the approval of the Chief Executive Officer. No exceptions will be made to Guidelines 1 and 2.
Directors and employees may not do business or seek to do business with the Company, unless with the approval of the Interactive Health Network Chief Executive Officer. This includes serving as a director, officer, owner, employee or consultant of a company that does business with or seeks to do business with Interactive Health Network The only exception is that a director or employee may own 1% or less of a publicly traded company that does business or seeks to do business with Interactive Health Network
Directors and employees may not serve as directors, officers, employees or consultants to any company that is a competitor of Interactive Health Network, a director or employee whose immediate family member serves as a director, officer, employee or consultant of:
1. A company that does business with Interactive Health Network
2. A company that seeks to do business with Interactive Health Network or
3. A company that is a competitor of Interactive Health Network
must disclose that information to his/her supervisor, or in the case of a director, to the Audit Committee of the Board of Directors of Interactive Health Network, and must comply with any actions Interactive Health Network decides are necessary to protect against the conflict of interest.
Employees and directors and their immediate family members may not use any confidential information received from Interactive Health Network for their personal benefit. This includes buying or selling Interactive Health Network stock while in possession of material non-public information. It also includes disclosing Interactive Health Network confidential information to persons outside the Company without permission.

ETHICAL BUSINESS CONDUCT
We expect our directors and employees to act in an ethical manner. We do not attempt to control the private lives of our directors and employees. But we do expect our directors and employees to avoid acting in a way that could damage the reputation of Interactive Health Network.
Our employees and directors may not drink alcohol while on Company property. Our employees and directors may not gamble. Our employees may not possess, use or distribute controlled substances or illegal drugs while on Company property. Exceptions will be considered if a controlled substance is prescribed by a physician to treat a medical condition, and the employee or director notifies his direct report of the condition and the prescribed controlled substance.
We expect our employees and directors to be honest and truthful. During the course of their employment or service as a director of the Company, employees and directors may not steal, lie, falsify documents or prepare or issue any false or misleading reports. As an example, a false expense report would violate this policy.
We expect our employees to work only for Interactive Health Network during their working hours and our directors and employees to use Company property only for Company business. Except for incidental activities or use, directors and employees may not:

  1. conduct personal business while on Company property or on Company time;
  2. use Company property for a non-Company related purpose; or
  3. sell, loan or dispose of Company property,

unless the employee's supervisor, or in the case of a director, the Audit Committee of the Board of Directors of Interactive Health Network has approved.

Directors and employees may not use the assets of Interactive Health Network to make payments of any kind, whether money, services or property, to:
1. Any public official of any country (including government employees, government agents or government consultants),
2. Any political party or one of its officers,
3. Any candidate for public office, or
4. Any employee, agent or representative of any organization seeking or doing business with Interactive Health Network
except that employees may pay small gratuities (sometimes called nominal facilitating payments) when required to expedite performance by non-U.S. functionaries of regular duties that are essentially ministerial or clerical in nature, if the employees record those payments in a separate account with an explanation of the payment.
Directors and employees may not pay or offer to pay to individuals or businesses any bribes, kickbacks or any other payment to obtain business concessions. However, directors and employees may offer non-cash gifts of nominal value and may pay for reasonable meals and entertainment when doing so is an appropriate part of their job, does not violate the recipient's business conduct rules and is done openly.
Contributions made in the Interactive Health Network name to candidates for political office, political parties or to any other political organization anywhere in the world, including cash or property contributions, purchases of tickets to fund raising events or purchases of advertising space in programs, must be approved in advance by the Chief Executive Officer.
All Interactive Health Network accounts, invoices, memoranda and other documents and records must be prepared and maintained with strict accuracy and completeness. All assets, liabilities, revenues and expenses must be recorded in the regular books of Interactive Health Network.

INSIDER TRADING
Interactive Health Network employees, officers and directors may not purchase or sell, or engage in any other transactions with respect to, the Company's securities except as strictly outlined in the Company's Insider Trading Policy.
Because of the federal laws affecting insider trading, any violations will be grounds for dismissal and prosecution.

ACCOUNTING COMPLAINTS
The policy of Interactive Health Network is to comply with all applicable financial and accounting regulations applicable to the Company. Anyone having concerns or complaints regarding questionable accounting or auditing matters is encouraged to submit those concerns or complaints (anonymously, confidentially or otherwise) or to the Audit Committee of the Board of Directors.

REPORTING ANY ILLEGAL OR UNETHICAL BEHAVIOR
Employees are encouraged to talk to supervisors, managers or other appropriate personnel about observed illegal or unethical behavior, and when in doubt, about the best course of action in a particular situation. Anyone concerned that violations of this Code have occurred, or may occur, or that other illegal or unethical conduct has occurred or may occur, should contact their immediate supervisor. If they do not believe it appropriate or are not comfortable approaching their immediate supervisor about concerns or complaints, then they may contact either the Chief Executive Officer or the Audit Committee of the Board of Directors. If their concerns or complaints require confidentiality, including keeping any identities anonymous, then this confidentiality will be protected, subject to applicable law, regulation or legal proceedings.

ADMINISTRATION AND VIOLATION OF THE CODE OF CONDUCT
This Code shall be administered and monitored by .................. any questions and further information on this Code should be directed to this department. All managers and direct supervisors are responsible for reviewing this Code with their subordinates each time a new edition of this Code is published. It is also the responsibility of Human Resources to annually reaffirm compliance with this Code by all employees and officers, and to obtain a signed certification from each employee and officer stating that he or she has read and understands the guidelines and will comply with them. New employees will sign a form stating that they have read this Code and comply with its provisions.
Generally, there should be no waivers to this Code. In rare circumstances, conflicts may arise that necessitate waivers. Waivers will be determined on a case-by-case basis by the Company's Human Resources Department with the advice of Interactive Health Network legal counsel. For waivers for executive officers or directors, the Audit Committee of the Board of Directors shall have the sole and absolute discretionary authority to approve any deviation or waiver from this Code. Any waiver and the grounds for such waiver by directors or executive officers are generally required to be promptly disclosed through the filing of a Current Report on Form 8-K with the Commission and to be disclosed to stockholders in the Company's annual Proxy Statement.
This Code may only be amended or modified by the Board of Directors, subject to the disclosure and other provisions of the Securities Act of 1934, as amended, and the rules within, and any applicable state laws.

Definitions

Company- Interactive Health Network .
Directors - Members of the Board of Directors of Interactive Health Network
Employees - Officers and employees of Interactive Health Network
Executive Officers - Executive officers of Interactive Health Network
Immediate family member - An employee's spouse, parent, child, brother or sister.
Interactive Health Network- Interactive Health Network