EXHIBIT A
CODE OF CONDUCT

A. Purpose

The Board of Directors of Western New York Independent Living, Inc. has adopted this Code of Conduct.

The purpose of this Code of Conduct is to provide standards by which employees of WNYIL Inc. must conduct themselves in order to protect and promote WNYIL Inc.-wide integrity and to enhance WNYIL Inc.'s ability to achieve WNYIL Inc.'s mission.

B. Introduction

The Code of Conduct contains Principles articulating the policy of WNYIL Inc. and Standards, which are intended to provide additional guidance to persons functioning in managerial or administrative capacities. The Principles set forth in this Code of Conduct will be distributed periodically to all employees. The Principles and Standards will be distributed annually to directors, officers, selected all employees, agents, representatives and volunteers having administrative or managerial responsibilities. All employees are responsible to ensure that their behavior and activity is consistent with the Code of Conduct.

WNYIL Inc. expects each person to whom this Code of Conduct applies to abide by the Principles and Standards set forth herein and to conduct the business and affairs of WNYIL Inc. in a manner consistent with the general statement of principles set forth herein. Failure to abide by this Code of Conduct or the guidelines for behavior, which the Code of Conduct represents, may lead to disciplinary action. For alleged violations of the Code of Conduct, WNYIL Inc. will weigh relevant facts and circumstances, including, but not limited to, the extent to which the behavior was contrary to the express language or general intent of the Code of Conduct, the egregiousness of the behavior, the employee's history with WNYIL Inc., and other factors which WNYIL Inc. deems relevant. Discipline for failure to abide by the Code of Conduct may, in WNYIL Inc.'s discretion, range from oral correction to termination. Nothing in this Code of Conduct is intended to nor shall be construed as providing any additional employment or contract rights to employees or other persons. While WNYIL Inc. will generally attempt to communicate changes concurrent with or prior to the implementation of such changes, WNYIL Inc. reserves the right to modify, amend or alter the Code of Conduct without notice to any person or employee.

Principle 1: Legal Compliance

WNYIL Inc. will strive to ensure all activity by or on behalf of WNYIL Inc. is in compliance with applicable laws.

The following Standards are intended to provide guidance to employees and management in administrative positions to assist them in their obligation to comply with applicable laws. These standards are neither exclusive nor complete. Employees are required to comply with all applicable laws, whether or not specifically addressed in these policies. If questions regarding the existence of, interpretation or application of any law arises, they should be directed to WNYIL Inc.'s Compliance Officer.

Standard 1.1: Antitrust

All employees must comply with applicable antitrust and similar laws, which regulate competition. Examples of conduct prohibited by the laws include:

1. Agreements to fix prices, bid rigging, collusion (including price sharing) with competitors;


2. Boycotts, certain exclusive dealing and price discrimination agreements; and


3. Unfair trade practices including bribery, misappropriation of trade secrets, deception, intimidation and similar unfair practices. Employees are expected to seek advice from WNYIL Inc.'s Compliance Officer when confronted with business decisions involving a risk of violation of the antitrust laws. As a nonprofit entity, WNYIL Inc. has a legal and ethical obligation to act in compliance with applicable laws, to engage in activities in furtherance of its charitable purpose, and to ensure that its resources are used in a manner, which furthers the public good, rather than the private or personal interests of any individual. Consequently, WNYIL Inc. and its employees will avoid compensation arrangements in excess of fair market value, will accurately report payments to appropriate taxing authorities, and will file all tax and information returns in a manner consistent with applicable laws.

Standard 1.2: Lobbying/Political Activity

WNYIL Inc. expects each of its employees to refrain from engaging in activity, which may jeopardize the tax-exempt status of WNYIL Inc., including a variety of lobbying and political activities.

1. No individual may make any agreement to contribute any money, property, or services of any officer or employee at WNYIL Inc.'s expense to any political candidate, party, WNYIL Inc. committee or individual which maybe in violation of any applicable law. Officers and employees may personally participate in and contribute to political or an individual's campaigns, but they must do so as individuals, not as representatives of WNYIL Inc., and they must use their own funds.


2. Where its experience may be helpful, WNYIL Inc. may publicly offer recommendations concerning legislation or regulations being considered. In addition, it may analyze and take public positions on issues that have a relationship to the operations of WNYIL Inc. when WNYIL Inc.'s experience contributes to the understanding of such issues.


3. WNYIL Inc. has many contacts and dealings with governmental bodies and officials. All such contacts and transactions shall be conducted in an honest and ethical manner. Any attempt to influence the decision-making process of governmental bodies or officials by an improper offer of any benefit is absolutely prohibited. Any requests or demands by any governmental representative for any improper benefit should be immediately reported to WNYIL Inc.'s Compliance Officer.

Standard 1.3: Fraud and Abuse

WNYIL Inc. expects its employees to refrain from conduct, which may violate the fraud and abuse laws. These laws prohibit:

1. Direct, indirect or disguised payments in exchange for the referral of Consumers;


2. The submission of false, fraudulent or misleading claims to WNYIL Inc., any government entity or third party payer, including claims for services not rendered, claims which characterize the service differently than the service actually rendered, or claims which do not otherwise comply with applicable program or contractual requirements; and


3. Making false representations to any person or entity in order to gain or retain participation in a program or to obtain payment for any service. (For additional guidance, please refer to WNYIL Inc.'s Fraud and Abuse Compliance Policy).


4. The hiring of illegal, ineligible and/or unqualified individuals.

WNYIL Inc. employees and affiliated professionals shall:

• Deal openly and honestly with fellow employees, customers, contractors, government entities and others.


• Maintain high standards of business and ethical conduct in accordance with applicable federal, state, and local laws and regulations including fraud, waste and abuse.


• Adhere to both the spirit and letter of applicable federal, state and local laws and regulations.


• Practice good faith in transactions occurring during the course of business.


• Conduct business dealings in a manner such that the Organization shall be the beneficiary of such dealings.


• Preserve consumer confidentiality unless there is written permission to divulge information, except as required by law.


• Refuse any illegal offers, solicitations, payments, or other remuneration to induce referrals of the people we serve for an item of service reimbursable by a third party.


• Disclose financial interests/affiliations with outside entities to the Board of Directors as required by the Conflict of Interest Statement.


• Hold vendors to the same Code of Conduct as part of their dealings with WNYIL Inc.


• Notify his or her supervisor or, in the alternative, the Compliance Officer of instances of non-compliance.


• Ensure compliance requirements regarding coding and billing are monitored and enforced.


• Use supplies and services in a manner that avoids waste.


• Protect and retain records and documents as required by professional standards, governmental regulations and organizational policies.


• Exercise discretion in the coding and billing of services, regardless of payer source.


• Employees shall not misrepresent qualifications or credentials when conducting business on behalf of WNYIL, Inc.

Further, WNYIL Inc. employees, agents and representatives shall maintain emphasis on areas of special concern that have been identified by the Office of the Inspector General or the New York Office of Medicaid Inspector General.

• Billing for items or services not provided. Billing for items or services not provided involves submitting a claim representing that WNYIL Inc. provided an item or service or part of an item or service that the Consumer did not receive. It may also include not fulfilling a contractual agreement.


• Billing for services that WNYIL Inc. believes may be denied. Billing for services that may be denied involves seeking reimbursement for a service that is not covered by Medicare or any other WNYIL Inc. program, and does not meet the appropriate coverage criteria as documented by the consumer's current sponsored program.


• Civil monetary penalties and administrative sanctions may be imposed against any person who submits a claim for services "that [the] person knows or should know are not necessary.


• Duplicate billing. Duplicate billing occurs when more than one claim for payment is submitted for the same consumer, for the same service, for the same date of service (by the same or different provider or the same claim is submitted to more than one pay or as primary. Although duplicate billing can occur due to simple error (which does not create civil or criminal liability), fraudulent duplicate billing is often evidenced by systematic or repeated double billing, and creates liability under criminal, civil, and administrative law, particularly if any overpayment is not promptly refunded.


• Billing for items or services not ordered. Billing for items or services not ordered involves seeking reimbursement for items or services provided, but not ordered by staff or other authorized person.


• Using a billing agent whose compensation arrangement violates the reassignment rule. If a billing agent receives payment on behalf of a staff person, the billing agent's compensation may not be related in any way to the dollar amounts billed or collected.


• Up coding. Up coding involves maximizing reimbursement when the purchase is not the most appropriate service or equipment or supplies (e.g., billing for more expensive service when less expensive service is provided).


• Unbundling items or supplies. Unbundling items or supplies involve paying for individual components when specific equipment provides for the components to be billed as a unit (e.g., providing a workstation and billing the individual parts of the workstation, rather than the workstation as a whole).


• Paying for new equipment and receiving used equipment. The supplier must indicate that the item provided is new or used. The modifier for providing new equipment is "NU."


• The item provided would constitute falsifying information on the invoice


• Continuing to bill for services not provided.


• Resubmission of denied claims with different information in an attempt to be improperly reimbursed.


• Inadequate management and oversight of contracted services, which results in improper billing.


• Charge limitations. Personnel should be informed of the different payment rules of all the federal, state, and local funding sources. WNYIL Inc. staff should be aware that billing for items or services furnished substantially in excess of the funder's levels might result in exclusion and other sanctions.


• Ordering substantially excessive amounts of supplies. This practice, which constitutes overutilization, involves providing and/or paying for substantially more items or supplies than are reasonable and necessary for the needs of individual personnel.


• Providing and/or paying for an item or service that does not meet the quality and standard of the item claimed. This practice involves providing and/or paying for an item or service that does not meet the definition and/or requirement of the item or service ordered by the Supervisor or other authorized person.


• Attendant Services. If a consumer dies or is institutionalized for one day or longer, WNYIL Inc. may not receive the entire daily payment. However, if WNYIL Inc. continues to bill for the service because it did not receive notice of the consumer death until the following month, any payments received for service to the beneficiary on or after his/her death or institutionalization are considered an overpayment and must promptly be refunded.


• Billing for Services prior to receiving an appropriate approval. This practice involves billing for attendant service to a consumer, and/or billing the pay or for attendant care that has not yet been ordered by the Department of Social Services Caseworker. Medicare requires written orders for attendant services.


• Falsifying information on the claim form. This practice involves supplying false information to be included on the claim form. The information reported on these documents should accurately reflect the consumer information.


• Altering Consumer Service Records. This practice involves falsifying information on a Consumer's Service Record to justify reimbursement for/or service.


• Manipulating the patient's diagnosis in an attempt to provide improper service. This practice involves altering the diagnosis in an attempt to provide services to a person who is not qualified for the service.


• Failing to maintain medical necessity documentation. This practice involves failing to ensure that the medical necessity documentation requirements for the service(s) billed are properly met (e.g., failing to maintain appropriate and dated documentation, and failing to ensure that records contain adequate and correct information for evidence for and of the service provided.


• Providing incentives to actual or potential referral sources (e.g., physicians, hospitals, patients, skilled nursing facilities, home health agencies or others) that may violate the anti-kickback statute or other similar Federal or State statute or regulation. Examples of arrangements that may run afoul of the anti-kickback statute include practices in which a provider pays a fee to an individual or organization for each referral, or provides gifts, or provides inducements to consumers, and/or provides items or services for free or below fair market value to providers or consumers of Federal health care programs.


• Improper telemarketing practices. Where marketing is permitted, WNYIL Inc. will require honest, straightforward, fully informative and non-deceptive marketing. It is in the best interest of consumers that they fully understand the services offered by WNYIL Inc. and the financial consequences for Medicare as well as other payers for the services ordered.


• WNYIL Inc. written policies and procedures should ensure that its marketing information is clear, correct, and fully informative. Staff must not offer physicians, consumers or other potential referral sources incentives, in cash or in kind, for their business. Similarly, they must not engage in any marketing activity that either explicitly or implicitly implies that Medicare beneficiaries are not obligated to pay their coinsurance or can receive "free" services.


• Improper Consumer solicitation activities and high-pressure marketing of services. WNYIL Inc. staff should not utilize prohibited or inappropriate conduct to carry out its initiatives and activities designed to maximize business growth and consumer retention. Any marketing information offered by WNYIL Inc. staff should be clear, correct, non-deceptive, and fully informative.


• Providing false information on the Medicare enrollment form. Criminal penalties may be imposed against an individual who knowingly and willfully makes or causes to be made any false statements or representations of a material fact in any application for any benefit or payment under a Federal health care program. Any person who knowingly makes, uses, or causes to be made or used, a false record or statement to get a false or fraudulent claim paid or approved by the Government is liable to the United States Government for a civil penalty of not less than $5,000 and not more than $10,000, plus 3 times the amount of damages which the Government sustains because of the act of that person.


• Misrepresenting a person's status as an agent or representative of Medicare. It is unlawful for WNYIL Inc. Staff to represent them self as a Medicare representative.


• Failing to refund overpayments to a health care program. An overpayment is the amount of money received in excess of the amount due and payable under a health care program. Examples of overpayments include, but are not limited to, instances where:
  
  (i) Paid twice for the same service, for the same consumer; or
  
  (ii) Paid for services that were provided but not ordered.


• Employing persons excluded from participation in Federal health care programs. This involves hiring or contracting with individuals or entities that have been excluded from participation in Federal health care programs or any other Federal procurement or non-procurement program.

All Directors, officers, managers, employees, professional affiliates, contractors, volunteers, students and others are informed of this Code of Conduct and sign an Affirmation Statement indicating their adherence to the Code of Conduct. However, this Code of Conduct does not replace sound ethical and professional judgment.

Standard 1.4: Environmental

It is the policy of WNYIL Inc. to manage and operate its business in a manner, which respects our environment and conserves natural resources. WNYIL Inc.'s employees will strive to utilize resources appropriately and efficiently, to recycle where possible and otherwise dispose of all waste in accordance with applicable laws and regulations, and to work cooperatively with the appropriate authorities to remedy any environmental contamination for which WNYIL Inc. may be responsible.

Standard 1.5: Discrimination

WNYIL Inc. believes that the fair and equitable treatment of employees, people we serve and other persons is critical to fulfilling its vision and goals.

It is a policy of WNYIL Inc. to treat the people we serve without regard to the race, color, religion, sex, ethnic origin, age or abilities of such person, or any other classification prohibited by law. It is a policy of WNYIL Inc. to recruit, hire, train, promote, assign, transfer, layoff, recall and terminate employees based on their own ability, achievement, experience and conduct without regard to disability, race, color, religion, sex, ethnic origin, age or abilities, or any other classification prohibited by law. No form of harassment or discrimination on the basis of disability, sex, race, color, abilities, age, religion or ethnic origin or abilities or any other classification prohibited by law will be permitted. Each allegation of harassment or discrimination will be promptly investigated in accordance with applicable human resource policies.

Principle 2: Business Ethics

In furtherance of WNYIL Inc.'s commitment to the highest standards of business ethics and integrity, employees will accurately and honestly represent WNYIL Inc. and will not engage in any activity or scheme intended to defraud anyone of money, property or honest services. The Standards set forth below are designed to provide guidance to ensure that its business activities reflect the high standards of business ethics and integrity. Employee conduct not specifically addressed by these standards must be consistent with Principle 2.

Standard 2.1: Honest Communications

WNYIL Inc. requires candor and honesty from individuals in the performance of their responsibilities and in communication with its attorneys and auditors. No employee shall make false or misleading statements to any individual whom we serve or other person or entity doing business with WNYIL Inc. about any individuals, persons or entities doing business or competing with WNYIL Inc., or about the products or services of WNYIL Inc. or its competitors.

Standard 2.2: Misappropriation of Proprietary Information

WNYIL Inc.'s employees shall not misappropriate confidential or proprietary information belonging to another person or entity nor utilize any publication, document, computer program, information or product in violation of a third party's interest in such product. All of WNYIL Inc.'s employees are responsible to ensure they do not improperly copy for their own use documents or computer programs in violation of applicable copyright laws or licensing agreements. Employees shall not utilize confidential business information obtained from competitors, including customer lists, price lists, contracts or other information in violation of a covenant not to compete, prior employment agreements, or in any other manner likely to provide an unfair competitive advantage to WNYIL Inc.

Standard 2.3: Frauds and Abuse (See Standard 1.3 above)

Principle 3: Confidentiality

WNYIL Inc.'s employees shall strive to maintain confidential information in accordance with applicable legal and ethical standards. WNYIL Inc. and its employees are in possession of and have access to a broad variety of confidential, sensitive and proprietary information, the inappropriate release of which could be injurious to the people we serve, WNYIL Inc.'s business partners and WNYIL Inc. Every employee of WNYIL Inc. has an obligation to actively protect and safeguard confidential, sensitive and proprietary information in a manner designed to prevent the unauthorized disclosure of information.

Standard 3.1: Information Related to the People We Serve

All employees of WNYIL Inc. have an obligation to conduct themselves in accordance with the principle of maintaining the confidentiality of information from and about people we serve in accordance with all applicable laws and regulations. Employees shall refrain from revealing any such personal or confidential information unless in accordance with applicable law and WNYIL Inc.'s policies. If questions arise regarding an obligation to maintain the confidentiality of information or the appropriateness of releasing information, employees should seek guidance from agency management or WNYIL Inc.'s Compliance Officer.

The United States Department of Health and Human Services (HHS) has issued Standards for the Privacy of Individually Identifiable Health Information (Privacy Rule), which became effective on April 14, 2003, establishes a set of national standards for the protection of health information. The Privacy Rule standards address the use and disclosure of Protected Health Information as well as standards for an individual's privacy rights to understand and control how their health information is used. The Office of Civil Rights, within HHS has the responsibility for implementing and enforcing the Health Insurance Portability and Accountability Act (HIPAA) Privacy regulations. All employees receive training related to confidentiality and HIPAA Privacy regulations prior to being responsible for Protected Health Information and have an obligation to follow all applicable confidentiality and HIPAA Policies and Procedures. These Policies and Procedures are related to confidentiality, individual access and amendment of Protected Health Information and communication preferences.

If questions arise regarding on obligation to maintain the confidentiality of information or the appropriateness of releasing information, employees should seek guidance from agency management or WNYIL Inc.'s Corporate Compliance Officer. Employees should contact agency management or their Department Director if they have questions about a specific HIPAA related Policy or Procedure.

Standard 3.2: Proprietary Information

Information, ideas and intellectual property assets of WNYIL Inc. are important to WNYIL Inc. success. Information pertaining to WNYIL Inc.'s competitive position or business strategies, payment and reimbursement information, and information relating to negotiations with employees or third parties should be protected and shared only with employees having a need to know such information in order to perform their job responsibilities. Employees should exercise care to ensure that intellectual property rights, including patents, trademarks, copyrights and software is carefully maintained and managed to preserve and protect its value.

Standard 3.3: Personnel Actions/Decisions

Salary, benefit and other personal information relating to employees shall be treated as confidential. Personnel files, payroll information, disciplinary matters and similar information shall be maintained in a manner designed to ensure confidentiality in accordance with applicable laws. Employees will exercise due care to prevent the release or sharing of information beyond those persons who may need such information to fulfill their job function.

Principle 4: Conflicts of Interest

Board members, officers, directors and key employees owe a duty of undivided and unqualified loyalty to WNYIL Inc. Persons holding such positions may not use their positions to profit personally or to assist others in profiting in any way at the expense of WNYIL Inc. (Please refer to WNYIL Inc.'s Conflict of Interest Policy for further guidance.) All covered persons are expected to regulate their activities so as to avoid actual impropriety and/or the appearance of impropriety which might arise from the influence of those activities on business decisions of WNYIL Inc., or from disclosure or private use of business affairs or plans of WNYIL Inc.

Standard 4.1: Outside Financial Interests

While not all inclusive, the following will serve as a guide to the types of activities by a covered person, or household member of such person, which might cause conflicts of interest:

(a) Ownership in or employment by any outside concern which does business with WNYIL Inc. This does not apply to stock or other investments held in a publicly held corporation, provided the value of the stock or other investments does not exceed 5% of the corporation's stock. WNYIL Inc. may, following a review of the relevant facts, permit ownership interests which exceed these amounts if management concludes such ownership interests will not adversely impact WNYIL Inc.'s business interest or the judgment of the covered person.

(b) Representation of WNYIL Inc. by a covered person in any transaction in which he or she or a household member has a substantial personal interest.

(c) Disclosure or use of confidential, special or inside information of or about WNYIL Inc., particularly for personal profit or advantage of the covered person or a household member.

(d) Competition with WNYIL Inc. by a covered person, directly or indirectly, or in the purchase, sale or ownership of property or property rights or interests, or business or investment opportunities.

Standard 4.2: Services for Competitors/Vendors

No covered person shall perform work or render services for any competitor of WNYIL Inc. or for any vendor with which WNYIL Inc. does business or which seeks to do business with WNYIL Inc. outside of the normal course of his/her employment with WNYIL Inc. without the approval of that person's supervisor. Any employee shall not be a director, officer, or consultant of WNYIL Inc., permit his/her name to be used in any fashion that would tend to indicate a business connection with such organization.

Standard 4.3: Participation on Boards of Directors/Trustees

(a) A covered person must obtain approval from his/her supervisor prior to serving as a member of the Board of Directors/Trustees of any agency whose interests may conflict with those of WNYIL Inc.

(b) A covered person who is asked, or seeks to serve on the Board of Directors/Trustees of any agency whose interest would not impact WNYIL Inc. (for example, civic, most charitable, fraternal and so forth) will not be required to obtain such approval.

(c) All fees/compensation (other than reimbursement for expenses arising from Board participation) that are received for Board services provided during normal work time shall be paid directly to WNYIL Inc.

(d) A covered person must disclose all Board of Directors/Trustees activities in the annual Conflict of Interest disclosure statement.

(e) WNYIL Inc. retains the right to prohibit membership on any Board of Directors/Trustees where such membership might conflict with the best interest of WNYIL Inc.

(f) Questions regarding whether or not Board participation might present a conflict of interest should be discussed with a covered person's supervisor.

Standard 4.4: Honoraria

Employees are, with the permission of their supervisor, encouraged to participate as faculty and speakers at educational programs and functions. However, any honoraria in excess of One Hundred Dollars ($100.00) shall be turned over to WNYIL Inc. unless the employee used paid or unpaid time off to attend the program or that portion of the program for which the honoraria is paid.

Principle 5: Business Relationships

Business transactions with vendors, contractors and other third parties shall be transacted free from offers or solicitation of gifts and favors or other improper inducements in exchange for influence or assistance in a transaction. The Standards set forth below are intended to guide key employees in determining the appropriateness of the listed activities or behaviors within the context of WNYIL Inc.'s business relationships, including relationships with vendors, providers, contractors, third party payers and government entities. It is the intent of WNYIL Inc. that this policy be construed broadly to avoid even the appearance of improper activity. If there is any doubt or concern about whether specific conduct or activities are ethical or otherwise appropriate, you should contact WNYIL Inc.'s Compliance Officer.

Standard 5.1: Gifts and Gratuities It is WNYIL Inc.'s desire to at all times preserve and protect its reputation and to avoid the appearance of impropriety. Consequently:

(a) Gifts from People Whom We Serve. Employees are prohibited from soliciting tips, personal gratuities or gifts from people we serve and their family members, and from accepting monetary tips or gratuities. Employees may accept gratuities and gifts of a nominal value from the people we serve and their family members. If a person we serve or another individual wishes to present a monetary gift, he/she should be referred to the appropriate development office.

(b) Gifts Influencing Decision-making. Employees shall not accept gifts, favors, services, lodging or other things of value to the extent that decision-making or actions affecting WNYIL Inc. might be influenced. Similarly, the offer or giving of money, services or other things of value with the expectation of influencing the judgment or decision-making process of any purchaser, supplier, customer, government official or other person by WNYIL Inc. is absolutely prohibited. Any such conduct must be reported immediately either to their Supervisor or to WNYIL Inc.'s Compliance Officer.

(c) Gifts from Existing Vendors. Employees may retain gifts from vendors, which have a nominal value. (WNYIL Inc. has made no attempt to define "nominal" as a specific dollar value. Rather, WNYIL Inc. expects its employees to exercise good judgment and discretion in accepting gifts). If an employee has any concern whether a gift should be accepted, the employee should consult with his/her supervisor. To the extent possible, these gifts should be shared with the employees' co-workers. Employees shall not accept excessive gifts, meals, expensive lodging or other offers of goods or services, which have more than a nominal value, nor may they solicit gifts from vendors, suppliers, contractors or other persons.

(d) Vendor Sponsored Lodging. At a vendor's invitation, an individual may accept meals or refreshments at the vendor's expense. Occasional attendance at a local theater or sporting event, or similar lodging at vendor expense may also be accepted. In most circumstances, a regular business representative of the vendor should be in attendance with the employee. Nothing in this policy shall prohibit a business unit or supervisor from establishing stricter rules relating to the acceptance of gifts, gratuities or other things of value from vendors.

Standard 5.2: Workshops, seminars and training sessions

Attendance at local, vendor-sponsored workshops, seminars and training sessions is permitted only with the approval of an employee's supervisor..

Attendance, at vendor expense, at out-of-town seminars, workshops and training sessions is permitted only with the approval of an employee's supervisor.

Standard 5.3: Contracting

Employees may not utilize "insider" information for any business activity conducted by or on behalf of WNYIL Inc. All business relations with contractors must be conducted at arm's length both in fact and in appearance and in compliance with WNYIL Inc.'s policies and procedures.

Employees must disclose personal relationships and business activities with contractor personnel, which may be construed by an impartial observer as influencing the employees' performance or duties. Employees have a responsibility to obtain clarification from management on questionable issues, which may arise, and to comply, where applicable, with WNYIL Inc.'s conflict of interest policy.

Standard 5.4: Business Inducements WNYIL Inc.'s employees shall not seek to gain any advantage through the improper use of payments, business courtesies or other inducements. Offering, giving, soliciting or receiving any form of bribe or other improper payment is prohibited. Appropriate commissions, rebates, discounts and allowances are customary and acceptable business inducements provided that WNYIL Inc.'s management approves them and that they do not constitute illegal or unethical payments. Any such payments must be reasonable in value, competitively justified, properly documented, and made to the business entity to which the original agreement or invoice was made or issued. Such payments should not be made to individual employees or agents of business entities.

Principle 6: Protection of Assets

All employees will strive to preserve and protect WNYIL Inc.'s assets by making prudent and effective use of WNYIL Inc.'s resources and properly and accurately reporting its financial condition. The Standards set forth below are intended to guide key employees by articulating WNYIL Inc.'s expectations as they relate to activities or behaviors which may impact WNYIL Inc.'s financial health or which reflect a reasonable and appropriate use of the assets of a nonprofit entity.

Standard 6.1: Internal Control

WNYIL Inc. has established control standards and procedures to ensure that assets are protected and properly used and that financial records and reports are accurate and reliable. All employees of WNYIL Inc. share the responsibility for maintaining and complying with required internal controls.

Standard 6.2: Financial Reporting

All financial reports, accounting records, research reports, expense accounts, time sheets and other documents must accurately and clearly represent the relevant facts or the true nature of a transaction. Improper or fraudulent accounting, documentation or financial reporting is contrary to the policy of WNYIL Inc. and may be in violation of applicable laws.

Standard 6.3: Travel and Lodging

Travel and lodging expenses should be consistent with the employee's job responsibility and WNYIL Inc.'s needs and resources. It is WNYIL Inc.'s policy that an employee should not suffer a financial loss or a financial gain as a result of business travel and lodging. Employees are expected to exercise reasonable judgment in the use of WNYIL Inc.'s assets. Employees must also comply with WNYIL Inc.'s policies relating to travel and lodging expense.

Standard 6.4: Personal Use of WNYIL Inc.'s Assets

All property and business of WNYIL Inc. shall be conducted in a manner designed to further WNYIL Inc.'s interest rather than the personal interest of an individual employee. Employees are prohibited from the unauthorized use or taking of WNYIL Inc.'s equipment, supplies, materials, assets, or services. Prior to engaging in any activity on company time which will result in remuneration to the employee or the use of WNYIL Inc.'s equipment, supplies, materials or services for personal or non-work related purposes, employees shall obtain the approval of the appropriate business unit or other management of WNYIL Inc.