Letter from the Managing Director

Dear Fellow Employee:

Before you read the revised National Corporate Training Pty Ltd Code of Corporate Conduct, I`d like you to consider and answer these two questions:

Whose job is it to make sure we adhere to the very highest ethical standards at National Corporate Training Pty Ltd ?
Why does it matter?

Actually, the answer to the first question is very simple you, I and each of our employees are responsible for maintaining the highest ethical standards. Further, every consultant, agent and other representative doing business on NCT`s behalf hold the same responsibility.

Why does this matter? National Corporate Training Pty Ltd is known as an ethical, honest company. This reputation affords us the trust of our employees, customers, and shareholders. Our good name is vital for maintaining our ability to do business in the future. Our employees have worked hard to build this reputation, and it is an asset worth protecting at any cost.

National Corporate Training Pty Ltd has made "Do the right thing Always" a core value since the company was formed in 2001. It is the cornerstone of our Code of Corporate Conduct. Leadership may change, technology may evolve and markets will experience up and down cycles but our commitment to "doing the right thing" never changes. Our
business practices and ethical standards are the same no matter where we do business. There are no exceptions.

Of course, no Code of Conduct can anticipate or address every possible scenario you may encounter in the course
of your work. If you are ever in doubt, do not guess what you should do. Whenever you are unsure about a business matter that has ethical implications, you should seek guidance from the Managing Director.

You can approach other staff members for their opinion but for a final decision this rests with the Managing Director. Please take the time to review and become familiar with the Code of Corporate Conduct. "Do the right thing always" is a concept that is easy to remember and follow. Frankly, NCT`s commitment to this concept is one of the things that we are able to take with us I n our personal lives. I hope you will join me in reaffirming this commitment.

Our core values are: 

• Honesty and Truthfulness 
• Integrity 
• Quality 
• Good Citizenship 
• Respect 
• Fairness 
• Responsibility and Accountability

Bronwyn Blencowe
Managing Director

Core Ethical Values

National Corporate Training Pty Ltd is committed to doing the right thing, always. Doing the right thing means making the ethical choice in difficult situations. It means we do this even when no one else will know. That is why we have an ethics and compliance program and why we publish this Code.

The Code is specifically designed to promote honest and ethical conduct and deter wrongdoing. Violations of the Code may result in disciplinary action, up to and including termination. It is also designed to be part of a total system to encourage ethical conduct that includes: senior level commitment to ethics, regular ethics training, processes to facilitate raising ethical concerns and continuing communications about our commitment to the highest ethical standards.

In simple terms, our commitment to doing the right thing is based on seven core ethical values. As you review specific provisions of this Code it is useful to have these values as a context for understanding what we mean when we say we will do the right thing, always.

Honesty / Truthfulness

To be honest means to be truthful in everything one says and does. This means more than refraining from lying. It includes telling the whole truth even when doing so is difficult. Honesty is reflected in how we create and maintain our business records. It is difficult to meet any of the other ethical standards NCT embraces without honesty and truthfulness as the foundation.

Integrity

Integrity results from consistent decisions to act ethically in difficult situations. To have integrity is to uphold ethical principles and do what you say you will do, consistently, predictably and reliably. As NCT employees, integrity drives us to adhere not only to the letter, but also the spirit of applicable laws and NCT policy.

Quality

NCT has built its reputation on product and service quality. But quality means more than freedom from defects. Quality speaks to doing everything to the best of one`s ability and striving to better meet the needs of our customers. It also means that we comply with the AQTF Requirements in every thing we do. This means being aware of the 12 standards, what is contained in each and how these impact on us in our daily work.

Good Citizenship

At a minimum good citizenship requires all of us to obey applicable laws and regulations. It also means that we must be good stewards of this planet`s resources, that we respect the environment, and provide a safe and healthy workplace. As
an organization we will continue to strive for an open, transparent business climate free from corruption and will therefore refrain from paying bribes or otherwise unlawfully attempting to influence customer decisions. Good citizenship is also about treating everyone equally and embracing Christian principles in whatever you do.

Respect

Respect is regard for the inherent worth of each individual. It requires us to create a workplace where people are treated well and are afforded all of the rights they are entitled to both under law and company policy. A respectful workplace is safe, free from discrimination and harassment, affords employees equal opportunity to pursue their goals and protects the privacy of personal information the company may obtain or possess.

Fairness

Fairness can be understood as a concern for how others are treated — ensuring that we treat them in the way we would wish to be treated in a similar situation. Fairness is a commitment to treat people ethically and to apply ethical standards and reasoning to our decisions regarding how they affect other people. Fairness also governs how we treat other businesses, including our competitors and how we manage working relationships.

Responsibility/ Accountability

Responsibility calls on us to accept the obligation to act in certain ways. Accountability is the willingness to accept the consequences of our actions. Together they are the cornerstone of mature, ethical conduct. As NCT employees we are both responsible and accountable for conforming to numerous company policies. These include, but are not limited to, the standards outlined in this Code.

Ethical Decision Making

National Corporate Training Pty Ltd recognizes that all employees encounter ethical challenges in their work. This Code is intended to help you to both recognize and resolve those challenges. When faced with a business decision that seems to have ethical overtones, here are several questions you should ask yourself to determine if your actions are proper:

1) Am I adhering to the spirit, as well as the letter, of any applicable law or National Corporate Training Pty Ltd
policy?

2) Would I want my actions reported on the front page of a newspaper?

3) What would my family, friends or neighbours think of my actions?

4) Will there be any direct or indirect negative consequences for National Corporate Training Pty Ltd ?

5) Are my actions consistent with the overall values set forth in this Code and National Corporate Training Pty Ltd Corporate Policies?

If you remain uncertain about what to do, stop and ask for help. Refer to the relevant section of this Code. Speak with the Managing Director or a fellow employee for their opinion.

Accuracy of Records

We adhere to the highest standards of honesty. It is essential that the internal and external reports and documents NCT creates, makes public, or provides to the government, constitute full, fair, accurate, timely and understandable disclosures. If you are unsure about how to represent information in an NCT report or document, contact the Managing Director for guidance.

Part of our commitment to honesty is the assurance that all of NCT`s financial transactions are lawful and are made for the purposes stated and as authorized by the Company. There is no acceptable reason for making a false representation on behalf of NCT either orally or in writing.

You may use National Corporate Training Pty Ltd ` funds or assets for lawful and proper purposes only. You may only transfer or use NCT funds or assets for the purpose for which they were approved.

Questions regarding this policy or any other aspects of NCT`s financial accounting, record keeping or auditing should be addressed to your Company`s Financial Controller. If you have a concern or complaint regarding accounting, financial records or auditing at NCT, you may also report it on a confidential basis to the Controller or the Board of Directors.

It is also possible to submit a report to the Audit Committee of the Board of Directors. To do so, you should put a written report describing fully your concerns or issue into a sealed envelope labeled, “Audit Committee.” This envelope should be put in a larger envelope and mailed to the Chief Accountant, Price and Associates Pty Ltd.

The Corporate Secretary will direct your report to the appropriate person on the Audit Committee. The report may be made on an anonymous basis if you wish.

Business Courtesies

A business courtesy is a gift or service (whether in money or in kind) provided to or received from a business associate. In
certain situations it may be appropriate to give limited, non-cash business courtesies. We do not seek, however, to properly influence the decisions of our customers or suppliers by offering extravagant business courtesies, nor do we accept such courtesies from suppliers. There are many government customers with very stringent rules, for whom any business courtesy is absolutely prohibited.

NCT employees and their family members are generally not permitted to accept any business courtesy or other benefit of any type (this includes meals, entertainment and tickets) regardless of value that is offered in connection with NCT business. Exceptions must be specifically approved in writing on a case by case basis by the Board of Directors.

There are only three exceptions to this general prohibition. Employees may accept:

• Limited refreshments and meals, such as coffee, pastries and a working meal, when these items are provided during a business meeting.

• Reasonable and infrequent meals and entertainment (but not travel or overnight lodging) when offered by an NCT customer or business associate (but not a supplier or prospective supplier) for a legitimate business reason and when local custom or practice would make it inappropriate to decline the offer.

• Promotional business items with only token value, although it is our policy to discourage receipt of gifts of even token value.

Employees may not defeat the intent of this Code by using their own funds to pay for any gift, meal, entertainment or other benefit under circumstances where it would be a violation if National Corporate Training Pty Ltd were to make the payment.

Conflicts of Interest

A conflict of interest occurs when personal interests interfere with your ability to exercise your judgment objectively in the best interests of NCT. Very often they occur when NCT employees make decisions on behalf of the company or have a financial interest in an organization that wants to do business with NCT.

NCT understands and respects employees` rights to engage in activities outside of their jobs. These activities, however, should not divide your loyalties. Avoiding actual or apparent conflicts of interest creates and sustains the trust of our customers, employees, business partners and the public.

Therefore, Directors, employees, consultants, agents and representatives must avoid actual or potential conflicts of interest.

If you consider undertaking any activity, including an investment, that may create an actual or apparent conflict of interest,
you must seek approval of the activity in advance from your supervisor or from the Managing Director.

Consultants

All consultants must be approved in accordance with National Corporate Training Pty Ltd Corporate Policies, and consulting agreements must be controlled to protect National Corporate Training Pty Ltd ` confidential information. A formal written agreement must be prepared by the Managing Director prior to retaining any consultant to perform work for National Corporate Training Pty Ltd . These agreements must contain a detailed statement of work, a clear description of all amounts to be paid, and all specific provisions covering conflicts of interest, standards of conduct, government business ethics, confidentiality obligations, ownership of intellectual property and special provisions in foreign agency agreements.

E-mail, Internet and Information Technology

E-mail systems are not entirely secure and may be susceptible to interception. Unlike a spoken conversation, e-mail creates a permanent record. Any e-mail you send may be printed by the recipient and forwarded by the recipient to others, and is probably retained on company computers for a substantial period of time.

Therefore, National Corporate Training Pty Ltd ` employees should exercise the same care, caution and etiquette in sending an email message as they would in written business communications.

Make sure your National Corporate Training Pty Ltd e-mail is professional and appropriate to the circumstances. Specifically, National Corporate Training Pty Ltd will not tolerate abusive, obscene, offensive or profane e-mail. In addition, because the email system is a Company resource, National Corporate Training Pty Ltd may, in certain circumstances, have a need to examine and, therefore, reserves the right to read, view and copy any e-mail communications. Anyone who has been provided a connection to the Internet is provided such connection primarily for business use. Do not download any data that is unprofessional, inflammatory or inappropriate for business use. Employees should not abuse access to the Internet for personal purposes. Corporate computer systems are increasingly capable of reviewing all Internet activity. National Corporate Training Pty Ltd may conduct such a review, and evidence of abuse of NCT provided Internet facilities may result in termination of the Internet connection and disciplinary action. You should consult your Company policies regarding Internet usage for further information.

Environment, Safety and Health

National Corporate Training Pty Ltd is committed to maintaining a leadership role in protecting human health and the environment. We will promote and protect the health and safety of our employees, the environment and the communities in which we operate. Therefore, we will strictly adhere to all applicable laws and regulations relating to environmental protection and workplace health and safety.

You must immediately report the following incidents to your Company`s senior management and the National Corporate Training Pty Ltd Managing Director:

a) fatality or related hospitalization,

2) environmental contamination or

3) a health or potential safety issue that may subject National Corporate Training Pty Ltd or its employees to serious harm or adverse public attention. You must also comply with applicable national and local laws and regulations regarding reporting. Company senior management receiving any such report shall follow National Corporate Training Pty Ltd Corporate Policy in making further reports.

Many environmental, safety and health laws and regulations are complex. If your work includes OSH responsibility, you must familiarize yourself with the requirements of relevant laws and regulations, including record keeping.

Government Investigations

It is our policy to fully cooperate with any appropriate government investigation. If you or someone you supervise learns about a possible government investigation or inquiry, inform your Managing Director immediately.

Specific Guidelines

1) Never destroy any National Corporate Training Pty Ltd documents in anticipation of a request for those documents from National Corporate Training Pty Ltd investigators, any government agency or a court. Documents include electronic media such as disks, computer-stored information and e-mail transmissions.

2) Never alter any historical National Corporate Training Pty Ltd document or record.

3) Never make any untrue or misleading statement to any government investigator.

4) Never try to influence any other employee or person to provide incomplete, false or misleading information to any National Corporate Training Pty Ltd or government investigator.

5) If any government inquiry arises through a written subpoena or a written request for information you must submit the subpoena or written request to your Managing Director before any action is taken or promised.

6) If you are approached outside the workplace by a government investigator, you have the right, if you wish, to consult with the Managing Director and legal advice (or, if you prefer, your own private legal counsel) before speaking with the investigator.

Human Resources

Drug & Alcohol Policy & Employee Assistance

To remain competitive in today`s business environment, it is essential that we make the best decisions. Reaching good decisions requires clear thinking. Therefore, we expect all our employees` judgments to be clear and unimpaired by drugs or alcohol.

Specific Guidelines

Employees must not distribute, possess or use illegal or unauthorized drugs or alcohol on NCT property, on National Corporate Training Pty Ltd time, in connection with National Corporate Training Pty Ltd business or in a manner that may affect performance of NCT responsibilities.

Employees whose behavior, judgment or performance is impaired by drugs or alcohol will be prohibited from entering the National Corporate Training Pty Ltd premises or engaging in National Corporate Training Pty Ltd business.

Violators of NCT`s drug and alcohol policy will be disciplined appropriately, including possible termination.

Employment and Medical Records

NCT`s relationship with employees is built on trust and respect. To maintain these relationships and earn employee loyalty, it is important that we keep personal information, in the form of employment and medical records, confidential.

Employment records of National Corporate Training Pty Ltd employees can only be disclosed to National Corporate Training Pty Ltd employees who have a substantial and legitimate need to know the information or require the information due to legal process. National Corporate Training Pty Ltd employees with access to these files must take reasonable steps to keep them confidential in accordance with the National Corporate Training Pty Ltd Corporate Policy.

Employment of Closely Related Persons

National Corporate Training Pty Ltd wants to make sure that our workplace is fair and untainted by any possible perception of favoritism. We encourage the tradition of family service but the hiring of family members can raise concerns about fairness and objectivity. Therefore, to ensure that all are hired, rewarded and promoted fairly, our policy is not to employ persons closely related to an National Corporate Training Pty Ltd Officer without required approvals of the Board of Directors.

Equal Opportunity

At NCT we strive to provide a workplace where all have an equal opportunity to work, advance and contribute to our success. Therefore, it is NCT`s policy to ensure equal employment and advancement opportunity for all qualified individuals without distinction or discrimination because of age, color, national origin, race, religion, gender, physical or mental disability or any other legally protected personal characteristic. This policy applies to all employees and applicants for employment and to all aspects of the employment relationship. Equal employment opportunity principles must be communicated periodically to all employees and reaffirmed each year.

Sexual Harassment

Men and women throughout National Corporate Training Pty Ltd should treat one another with courtesy, dignity and respect, regardless of gender. Workplace behaviour should reflect these principles. Therefore, NCT will not tolerate sexual harassment. Sexual harassment takes many forms. It may involve the solicitation of sexual favors or the initiation of any unwelcome sexual advance by one employee toward another. It may also involve other sexually related physical or verbal conduct. The creation of a work environment that is hostile, intimidating or offensive to an individual or group because of gender or sexual orientation may also constitute sexual harassment.

National Corporate Training Pty Ltd managers, supervisors and executives must be alert to the possible presence of sexual harassment in the workplace, and must take appropriate steps to prevent sexual harassment. You can make complaints about sexual harassment to your supervisor or the Managing Director or the Board of Management. Any complaints must be promptly, fairly and thoroughly investigated. There will be no retaliation for truthfully reporting sexual harassment or participating in the Company`s investigation of a complaint. Perpetrators of sexual harassment will be promptly disciplined, up to and including termination.

Intellectual Property

Patents, trademarks and copyrights prohibit the unlicensed use of a protected invention, identifier (such as a name or logo) or work (such as a photograph, printed materials, or software). Violating such rights, even inadvertently, can result in severe consequences. Our policy is to respect patents, trademarks or copyrights owned by others and to strictly adhere to all relevant laws and regulations regarding the use and copying of protected material . Therefore, steps should be taken
to avoid infringement of non-NCT patents and/or trademarks, and employees should never knowingly make use of technology patented by another company without permission. Employees must not make copies of any part of a software program or printed materials from a non-NCT source unless the copy is an authorized back-up or limited fair-use copy or a license specifically permits the copy to be made. If you are uncertain about whether appropriate permission has been granted, you should consult with your Managing Director.

Frauds and Thefts

Employees of National Corporate Training Pty Ltd work hard to produce our assets. Assets include products, money, information, equipment, and our reputation. These are all highly valuable and are to be safeguarded and used only to promote our business interests. We must ensure that our assets are protected against theft, loss or abuse. Protection of NCT property is the responsibility of each employee. We will promptly investigate, and where appropriate, prosecute reported incidents of fraud or theft. You should report any suspected incident as indicated in the preceding Security section.

NCT Confidential Information

Confidential National Corporate Training Pty Ltd information and trade secrets are important corporate assets. They are as valuable as our physical assets and merit equal protection.

NCT Confidential information refers to information that is not already in the public domain that a company would normally expect to be nonpublic and that might affect the company`s competitive position. It includes information sometimes referred to as trade secrets. Some examples of confidential information are:

• Technical information about current or planned products and/or processes.

• Procurement plans, vendor lists or purchase prices.

• Cost, pricing, marketing or service strategies.

• Non-public earnings reports and other financial reports.

• Information related to divestitures, mergers and acquisitions.

All Directors, employees, agents, consultants and representatives must avoid disclosing NCT`s trade secrets and confidential information to unauthorized persons, either within or outside National Corporate Training Pty Ltd , and must exercise care in protecting the trade secrets and confidential information received from another party.

Specific Guidelines

1) Employees, consultants, agents and representatives must not discuss confidential NCT matters where unauthorized persons could hear it. Use care, since even family and friends may inadvertently convey such confidential
information to others.

2) You must consult the Managing Director before disclosing any confidential information to a third party to arrange an
appropriate agreement for safeguarding that information.

3) No NCT employee, consultant, agent or representative may disclose or use any confidential information gained during
employment, or in any other relationship with NCT, for personal benefit or for the benefit of others.

4) Obtaining confidential information from a third party without adequate legal safeguards is improper and may expose National Corporate Training Pty Ltd to legal risks. Accordingly, no employee may accept such information without the advice of the Managing Director and until an agreement in writing has been reached with the offerer. After such information is obtained, its confidentiality must be protected as provided in the agreement.

Workplace Violence

Employees should have a safe place in which to work. We will not tolerate workplace violence, including threats, threatening behavior, harassment, intimidation, assaults and similar conduct. This includes aggressive or moody behaviour or continual complaints about other staff or clients. This is deemed to be workplace violence. You must immediately report any threats or concerns about your safety or the safety of others to your manager.