TOEGOZ INC. CODE OF CONDUCT (2012)

Toegoz, Inc. has ratified its previous code of conduct, for manufacturing partners, to become compliant with the current requirements brought forth from the Fair Labor Association, the Collegiate Licensing Company, and each university to ensure manufacturing partners are providing a healthy work environment. This code is not adopted to restrict the productivity of manufacturing partners, but to strength and grow the relationships into long term business partnerships. These nine areas are the cornerstone to policy development and implementation of a positive working situation for all employees.

EMPLOYMENT RELATIONSHIP: Employers shall adopt and adhere to rules and conditions of employment that respect workers and, at a minimum, safeguard their rights under national and international labor and social security laws and regulations.

NONDISCRIMINATION: No person shall be subject to any discrimination in employment, including hiring, compensation, advancement, discipline, termination or retirement, on the basis of gender, race, religion, age, disability, sexual orientation, nationality, political opinion, social group or ethnic origin.

HARASSMENT OR ABUSE: Every employee shall be treated with respect and dignity. No employee shall be subject to any physical, sexual, psychological or verbal harassment or abuse.

FORCED LABOR: There shall be no use of forced labor, including prison labor, indentured labor, bonded labor or other forms of forced labor.

CHILD LABOR: No person shall be employed under the age of 15 or under the age for completion of compulsory education, whichever is higher.

FREEDOM OF ASSOCIATION AND COLLECTIVE BARGAINING: Employers shall recognize and respect the right of employees to freedom of association and collective bargaining, if this is permitted by law in the manufacturing country.

HEALTH, SAFETY, AND ENVIRONMENT: Employers shall provide a safe and healthy workplace setting to prevent accidents and injury to health arising out of, linked with, or occurring in the course of work or as a result of the operation of employers' facilities. Employers shall adopt responsible measures to mitigate negative impacts that the workplace has on the environment.

HOURS OF WORK: Employers shall not require workers to work more than the regular and overtime hours allowed by the law of the country where the workers are employed. The regular work week shall not exceed 48 hours. Employers shall allow workers at least 24 consecutive hours of rest in every seven-day period. All overtime work shall be consensual. Employers shall not request overtime on a regular basis and shall compensate all overtime work at a premium rate. Other than in exceptional circumstances, the sum of regular and overtime hours in a week shall not exceed 60 hours.

COMPENSATION: Every worker has a right to compensation for a regular work week that is sufficient to meet the worker's basic needs and provide some discretionary income. Employers shall pay at least the minimum wage or the appropriate prevailing wage, whichever is higher, comply with all legal requirements on wages, and provide any fringe benefits required by law or contract. Where compensation does not meet workers' basic needs and provide some discretionary income, each employer shall work with the FLA to take appropriate actions that seek to progressively realize a level of compensation that does.

In addition, Toegoz, Inc. will adhere to the following guidelines:

1. Each Licensee shall disclose to the Collegiate Institution or its designee the location (including factory name, contact name, address, phone number, e-mail address, products produced, and nature of business association) of each factory used in the production of all items which bear Licensed Indicia. Such information shall be updated upon change of any factory site location. The Collegiate Institution reserves the right to disclose this information to third parties, without restriction as to its further distribution.
2. Each Licensee shall comply with the monitoring requirements adopted by the Collegiate Institution including but not limited to participation in the Fair Labor Association ("FLA") labor code monitoring program. Licensee shall participate in the FLA under one of the following four applicable categories:
   1. Category C Licensees (companies with less than $50 million in total annual revenue or less than $5 million if manufacturing overseas) are subject to the following criteria and requirements:
   2. Must adopt and require its applicable contractors and suppliers to adopt Labor Codes of Conduct that meet or exceed the FLA's workplace code.
   3. Must convey the code and the company's commitment to comply with the code to all officers, managers, and employees of its factories, including their own factories and the factories of all contractors and suppliers.
   4. Must disclose the location (including factory name, contact name, address, phone number, e-mail address, products produced, and nature of business association) of each factory used in the production of all products, including blank goods and finished goods, to CLC.
   5. Must have in place or implement a system of factory monitoring and compliance in accordance with the FLA's monitoring principles and its monitoring guidance and compliance benchmarks. Either through internal company compliance programs or through accredited FLA monitors, all factories utilized in the production of items that bear collegiate indicia must be monitored on an annual basis. This includes all suppliers of blank goods and finished products.

Finally, not only do our manufacturing partners need to adhere to these guidelines, but the Toegoz, Inc. office located at 166 Riverside Industrial Pkwy, Portland, ME, and any other offices operated by Toegoz, Inc. including sub-contractors. This code of conduct is to ensure the safety and fair treatment of all employees, foreign and domestic, within our manufacturing process.