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CAM Commerce Solutions, Inc.

Code of Business Conduct and Ethics

"On May 12, 2004, the Board of Directors of CAM Commerce Solutions, Inc. revised the company's Code of Ethics to constitute both a code of ethics as required by the Sarbanes Oxley Act and a code of conduct as required by the NASDAQ Stock Market. The revised code, now referred to as a Code of Business Conduct and Ethics has been expanded to cover all directors, officers and employees of the company. It has been amended to include a prohibition against competing with the company and requirements that company personnel maintain the confidentiality of company information, comply with insider trading laws and protect company assets. Reports of violations of the code are encouraged and retaliation for making such reports is prohibited. A complete version of the revised code is presented below."

This Code of Business Conduct and Ethics (“Code”) has been adopted by the Board of Directors of CAM Commerce Solutions, Inc. to promote honest and ethical conduct, proper disclosure of financial information in the company’s periodic reports, and compliance with applicable laws, rules, and regulations by the company’s directors, officers and employees. It is the company’s intention that this Code be both its written code of ethics under Section 406 of the Sarbanes Oxley Act of 2002 and its code of conduct as required by the Nasdaq Stock Market. Any violations of this Code may result in disciplinary action, up to and including termination of employment.

All directors, officers and employees of CAM Commerce Solutions are expected to adhere to the following principles and responsibilities:

  • Comply with all laws, rules and regulations of federal, state and local jurisdictions in which CAM Commerce Solutions operates.
  • Act with honesty and integrity, avoiding actual or apparent conflicts of interest between personal and professional relationships. A “conflict of interest” exists whenever an individual’s private interests interfere or conflict with the interests of CAM Commerce Solutions.
  • Refrain from (i) taking for themselves opportunities that properly belong to the company, (ii) using company property, information or position for personal gain, or (iii) competing with the company.
  • Maintain the confidentiality of information (whether about CAM Commerce Solutions or any other party) acquired in the course of business, except when authorized or otherwise legally obligated to disclose the information.
  • Comply with the insider trading prohibitions of the federal securities laws and refrain from using or sharing material non-public information about the company for stock trading purposes.
  • Endeavor to protect the company’s assets, including proprietary information, and ensure their efficient use.

Company personnel are encouraged to report any observed illegal or unethical behavior to supervisors, managers or other appropriate personnel. It is the company’s policy not to allow retaliation for reports of misconduct by others made in good faith by employees.

In addition to the foregoing provisions, which are applicable to all directors, officers and employees of CAM Commerce Solutions, the company’s Chief Executive Officer and all senior financial personnel, including the Chief Financial Officer, the Controller and other personnel performing similar functions will:

  • Provide full, fair, accurate, timely and understandable disclosure in the periodic reports required to be filed by the company with the Securities and Exchange Commission.
  • Promptly report to the Audit Committee any material information which he or she may become aware of that affects the disclosures made by company in its public filings.
  • Promptly report to the Audit Committee any information he or she may have concerning (i) significant deficiencies in the design or operation of internal controls which could adversely affect the company’s ability to record, process, summarize and report financial data, or (ii) any fraud that involved management or other employees who have a significant role in the company’s financial reporting, disclosures or internal controls.
  • Promptly report to the Audit Committee any information he or she may have concerning any violation of this Code, including any actual or apparent conflicts of interest between personal and professional relationships or violation of securities laws involving employees covered by this Code.

This Code may be amended from time to time by CAM Commerce Solutions’ Board of Directors. Any request for a waiver of any provision of this Code for executive officers or directors must be in writing and addressed to the Board. Any such waiver must be disclosed on Form 8-K within 5 business days or any other means approved or required by the Securities and Exchange Commission and the Nasdaq Stock Market.

The Audit Committee will assess compliance with this Code, report material violations to the Board of Directors, and recommend to the Board appropriate action.

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