Code of Ethics

1. Code of Ethics Aegis Medical Systems, Inc. Copyright 2004 Aegis Medical Systems, Inc. All rights reserved.

2. Presentation Outline • Code of Ethics • Appendix I - 10 Commandments • Appendix II- The Patient’s Bill of Rights Copyright 2003 Aegis Medical Systems, Inc. All rights reserved.

3. 1. Introduction • Aegis has established a company wide Code of Ethics for all employees and consultants (hereby “staff members”), regardless of one’s position within the company. We expect our staff members to hold the Aegis Mission and its corporate culture in the highest regard and pride themselves in applying the high ethical, clinical and regulatory standards that Aegis maintains. We acknowledge that we are all bound in a “mutual obligation” as the conduct of each member greatly affects other staff members, as well as the clinic and Aegis. With this in mind, we ask that all Aegis staff members pledge themselves to the Aegis Mission Statement and adopt the following Code of Ethics. Copyright 2003 Aegis Medical Systems, Inc. All rights reserved.

4. Aegis Mission Statement • Aegis’ goal is to improve the quality of life and enhance the life style of the individuals it serves and their families. • Aegis is committed to providing evidence-based comprehensive treatment services incorporating multidisciplinary modalities. • Aegis promotes the highest standard of patient care in the treatment of substance abuse and related medical, psychological and socio-economic conditions. • Aegis and its staff members pursue excellence, integrity & commitment in the provision of effective patient care Copyright 2003 Aegis Medical Systems, Inc. All rights reserved.

5. 2. Lawfulness • Staff members need to obey and follow the law and never engage in unlawful activity, such as “back dating,” “fraudulent documentation,” and other similar behavior, in which Aegis Medical Systems, Inc. has a ZERO-tolerance policy. Furthermore, these practices set a poor example for our patients and may compromise their trust and respect, putting at risk the recovery of patients. Copyright 2003 Aegis Medical Systems, Inc. All rights reserved.

6. 3. Personal Example • Staff members – in general, and Clinicians – in particular, are expected to set a personal example of professionalism, integrity and commitment to our patients, staff members as well as the general public. Copyright 2003 Aegis Medical Systems, Inc. All rights reserved.

7. 4. Excellence • Staff members will strive for excellence in the performance of their duties, whether clinical or administrative in nature. Mediocrity and indifferent attitudes are counterproductive to the Aegis Mission and will not be accepted. Each staff member should perform to the best of their ability optimizing their contribution to patients as well as the organization. Copyright 2003 Aegis Medical Systems, Inc. All rights reserved.

8. 5. Independent and Critical Thinking • Staff members will participate in and support a working environment where differing opinions are welcome and respected, not simply tolerated. Staff members holding divergent opinions should feel free to express themselves without fear of repercussions as long as they do so in a mature, responsible and constructive way. Blindly following orders compromises the integrity of Aegis just as following routine clinical patterns compromises the individuality of each patient and their treatment plan. Copyright 2003 Aegis Medical Systems, Inc. All rights reserved.

9. 6. Accountability • Staff members are expected to adopt the principle of personal and collective accountability, they should acknowledge the consequences of their actions, as well as those of other staff members. Furthermore, they should anticipate potential risks and consider human errors while taking preventive measures as well as practicing professional and mature discretion. Copyright 2003 Aegis Medical Systems, Inc. All rights reserved.

10. 7. Self Respect • Staff members will conduct themselves with dignity and confidence, recognizing their value to their patients as well as to the organization, they will abstain from, as well as reject flattery, gossip and disparagement as it conflicts with Aegis’ culture and sets a poor example to patients. • Staff members should leave their “egos” at home as they do not belong in the workplace. Staff members also recognize that it is counter-productive to get emotional and/or defensive, nor is it constructive to brag and act arrogantly. Such conduct or manners might be offensive and destructive to other staff members as well as patients. Copyright 2003 Aegis Medical Systems, Inc. All rights reserved.

11. 8. Result Orientation • Staff members are required to be result oriented (rather than process oriented) in the performance of their duties and responsibilities. Clinicians should set as their first priority the goal of achieving clinical results with their patients. Although regulatory and internal compliance are important, we should not confuse pure compliance with clinical results. Staff members should not worry about “how we look” or “how we are doing,” but instead focus on their patients’ recovery and well-being. Copyright 2003 Aegis Medical Systems, Inc. All rights reserved.

12. 9. Commitment • Staff members will demonstrate their commitment in the day-to-day provision of services to patients as well as all other responsibilities and duties. Clinicians are expected to take the “extra step” in the ongoing evaluation, adjustment of treatment plans and provision of services to patients. Copyright 2003 Aegis Medical Systems, Inc. All rights reserved.

13. 10. Solidarity, Collegiality • Staff members should be supportive of one another as well as Aegis, they need to compliment and assist other staff members in the performance of their responsibilities and duties, treat them fairly and respectfully as well as provide them with honest and professional advice. Staff members acknowledge the contribution of other positions and professions in Aegis as well as the significant value, which is created by the synergy between the medical and behavioral health disciplines. Copyright 2003 Aegis Medical Systems, Inc. All rights reserved.

14. 11. Proficiency and Professional Competency • Staff members should be proficient and current in their “knowledge” and are required to maintain their licensure and certification requirements in order to perform their tasks and responsibilities successfully. Staff members are expected to seek and participate in ongoing training and Continuing Education, whether provided by Aegis or upon their own initiative and obtained through other third parties. • Proficiency and Professional Competence is crucial to the effective treatment of patients commencing with the observation, evaluation, diagnosis, planning and thereafter prescription of treatment as well as the day-to-day provision of patient care services. Copyright 2003 Aegis Medical Systems, Inc. All rights reserved.

15. 12. Humility • It is crucial that Clinicians act humbly and prudently as it relates to the following: • Realize that Recovery is a difficult process that cannot be completed by a “hit and run” approach. Aegis’ treatment modality is based on the “Harm Reduction” discipline, rather than “Total Abstinence.” Through the implementation of this treatment modality patients were able to achieve better long-term results (compared to “Total Abstinence”) through maintaining multiple and frequent short-term goals, addressing their addiction as well as other Life Style aspects. • Refrain from a punitive approach, as it should be used as a “last resort” only. Aegis operates treatment centers and not correctional facilities; such an approach compromises the professionalism of both the Clinician and Aegis. Copyright 2003 Aegis Medical Systems, Inc. All rights reserved.

16. 12. Humility – Cont’ • Refrain from a judgmental approach, as the patient needs to be “in control” of their recovery rather than the Clinician. Every patient is different and only the patient knows the feasible pace of his or her recovery. The Clinician is expected to recommend and re-direct, not force their opinion on patients. • Refrain from raising unrealistic expectations as this is not only unhelpful but also might be potentially damaging to the patient’s self-esteem and recovery efforts, especially as it relates to the setting of goals in the patient’s treatment plan. • Refrain from misrepresentation: Staff members should not claim directly or by implication any qualifications, skills and affiliations that are incorrect or misleading. Copyright 2003 Aegis Medical Systems, Inc. All rights reserved.

17. 13. Professionalism • Is a critical element in the successful rendering of patient care as it relates to the following: • The proficiency and pertinence of assessing and evaluating patients. • The effectiveness of the Treatment Planning. • The quality of our patient care and other services. • Implementation of referrals to other practitioners and local community resources. • Employment of other support systems in the recovery efforts. Copyright 2003 Aegis Medical Systems, Inc. All rights reserved.

18. 14. Curiosity and Care for Patients • Observation skills are to be developed by every Clinician in the pursuit of truth & facts regarding their patients. Initial reservation and resistance is to be expected from certain patients before they establish trust and rapport with their Clinicians. Clinicians may also face other obstacles due to the patients’ feelings of guilt and shame. Clinicians are expected to overcome these obstacles for the best interests of their patients while demonstrating professionalism, perseverance, commitment and ethical behavior. • Repetitive patterns of assessment, evaluation and treatment planning and/or its documentation are symptoms of a lack of curiosity and care as well as demonstrate poor ethical and professional standards. Copyright 2003 Aegis Medical Systems, Inc. All rights reserved.

19. 15. Consistency and Dynamics • Staff members should acknowledge that recovery is a long process as and recognize the unique dynamics, which take place with the patients from the day of admission through the duration of treatment. Clinicians should reflect in their documentation all new relevant findings concerning the condition of their patients and update the treatment plans accordingly. Unless all information and documentation regarding an individual patient is consistent and evolving, the Clinicians are unlikely to be successful with their patients. Copyright 2003 Aegis Medical Systems, Inc. All rights reserved.

20. 16. Individuality and Creativity • All Aegis Clinicians recognize the individuality of each of their patients and will develop their treatment plan accordingly. Each case is different and therefore no two treatment plans could be identical. The Clinicians are also expected to be creative in the planning and prescription of services, as they have to consider different treatment modalities as well as external community treatment resources. Copyright 2003 Aegis Medical Systems, Inc. All rights reserved.

21. 17. Professional Integrity • Aegis treats a unique group of people who share both an addiction (most commonly to multiple substances) and similar lifestyles. They experience day-to-day abuse by third parties and are accustomed to “breaking the rules” in order to maintain their lifestyles. Therefore it is essential that staff members conduct themselves professionally so they can obtain the trust and respect of their patients, otherwise they will not be able to achieve positive results. Obtaining the trust and respect of our patients relies on the following: Copyright 2003 Aegis Medical Systems, Inc. All rights reserved.

22. 17. Professional Integrity • Mutual Respect: • The staff member should show respect and compassion to their patients and treat them decently and professionally, without prejudice and regardless of the patient’s race, creed, reproductive status, sex, disability, age, or sexual orientation. Copyright 2003 Aegis Medical Systems, Inc. All rights reserved.

23. 17. Professional Integrity – Cont’ • Conflict of Interest and “Hidden Agendas” are prohibited: • The subject of the treatment is the patient and not the staff member, therefore no “ego trips”, “power trips”, “power struggles”, favoritism, exchange of favors or fraternization with patients will be permitted. Clinicians are not to use their authority over patient in a coercive manner to meet the needs of the Clinician rather than the patient. Clinicians will not promote the patient’s dependence, but help patients to empower themselves. Copyright 2003 Aegis Medical Systems, Inc. All rights reserved.

24. 17. Professional Integrity – Cont’ • Separation from Personal Matters: • Staff members who in the past were able to successfully recover from their own addictions should not rely on their personal experience nor should they use themselves as example for their patients. They will encourage change in the lives of patients in the sole interest of promoting their recovery. The Clinician’s personal matters and experience, including information about their family, friends, other staff members, achievements, failures, frustrations (self-disclosures) or any other such matter should never be discussed or shared with patients, as they compromise the professional relationship between Clinician and patient. Copyright 2003 Aegis Medical Systems, Inc. All rights reserved.

25. 17. Professional Integrity – Cont’ • Personal Boundaries: • Staff members should not enter into a professional relationship with a member of their own family, intimate friends, close associates and/or others whose welfare might be jeopardized by such a dual relationship. Copyright 2003 Aegis Medical Systems, Inc. All rights reserved.

26. 17. Professional Integrity – Cont’ • The Best Interest of Patients: • Staff members should look out for the best interest of the patients, as well as listen carefully and understand the patient in their own words. There is no precedent of a substance abuser who achieved successful recovery based only on the interest of their Clinician. Unless the patient is committed to his own recovery there will be “no improvement”, whether the Clinician supports it or not. Copyright 2003 Aegis Medical Systems, Inc. All rights reserved.

27. 17. Professional Integrity – Cont’ • Legitimate Exceptions: • Clinics and their staff members are expected to treat all needy patients with the exception of patients who can do better without medications (e.g., Methadone) and therefore should be referred to other Treatment Modalities such as ODF. It is also important to avoid patients who pose a risk to themselves (e.g. un-treated bi-polar disorders), to other patients, or to staff members. The best interest of our staff members as well as other patients takes precedence over the interest of any single patient. Copyright 2003 Aegis Medical Systems, Inc. All rights reserved.

28. 17. Professional Integrity – Cont’ • Furthermore, Aegis is not a general practitioner, nor are our staff members trained or capable to treat every medical/mental disorder, cases not “covered” by our Scope of Practice should be referred to other practitioners. Be aware that treatment of such cases may compromise professional, ethical and regulatory standards. Copyright 2003 Aegis Medical Systems, Inc. All rights reserved.

29. 17. Professional Integrity – Cont’ • Avoidance of Harm to Patients: • Staff members should treat patients prudently and responsibly to the best of their ability, Clinicians are required to maintain professional competency, confine themselves to the approved Scope of Practice and avoid either physical or psychological patient harm. Copyright 2003 Aegis Medical Systems, Inc. All rights reserved.

30. 18. Confidentiality • Staff members –in general, and Clinicians –in particular, will comply with HIPAA, 42 CFR and State Title IX Regulation, acknowledging that any breach in patient confidentiality may have severe consequences to all parties and also represents a material liability to Aegis and its licenses. Clinicians will not discuss one patient with another patient, nor will they discuss a patient with the patient’s family, or any other third-party without prior written consent of the patient (i.e., signed form 1139) or approval of the General Counsel (in response to subpoenas and court orders). Copyright 2003 Aegis Medical Systems, Inc. All rights reserved.

31. 19. The Harm of Gossip • All staff members acknowledge that gossip should be considered a waste of time and corporate resources. It has no added value to Aegis, as it is detrimental to both the organization and its staff members. Copyright 2003 Aegis Medical Systems, Inc. All rights reserved.

32. 20. Mutual support • Staff members agree to help, assist and compliment other staff members within their paid time, regardless of their job description. All staff members recognize that they work for the same organization and that maintaining solidarity and collegiality is a preliminary condition for the success of Aegis. The assignment of staff members to departments and clinics is administrative by its nature and cannot compromise their “higher call” of loyalty and fiduciary duties to Aegis. Copyright 2003 Aegis Medical Systems, Inc. All rights reserved.

33. 21. Self Sufficiency • Every staff member needs to develop their critical thinking, self-sufficiency and result orientation in the performance of their duties and responsibilities. It is also essential to maintain structure as it relates to time management, follow-ups and follow-throughs. Copyright 2003 Aegis Medical Systems, Inc. All rights reserved.

34. 22. Confidentiality Of Compensation • The Compensation of each employee is personal and confidential by its nature and should not be disclosed or discussed with unrelated parties. Salary, wages and benefits are the primary ways for Aegis to reward its staff members for their contributions. Title, position and tenure with the company are only some of the factors that determine the compensation level of each employee. The overall direct and indirect contribution of the staff member to the organization is the predominant determinant of compensation. Other amenities, such as corporate vehicles, laptops, cell phones, travel, etc., should not be considered as perks, as they are provided to facilitate functional needs, rather than “social status”. Copyright 2003 Aegis Medical Systems, Inc. All rights reserved.

35. 23. Positive Attitudes • It is important that all staff members maintain a competitive and positive attitude, recognizing their full potential to the company. Negative behavior patterns and gossip are always destructive to other staff members and therefore harmful to the organization. Copyright 2003 Aegis Medical Systems, Inc. All rights reserved.

36. 24. Appealing Working Environment • Maintaining an aesthetically appealing working environment is important for each staff member’s self-esteem, patients’ respect and it is also reflective of the corporate working culture. It is expected that each staff member will be responsible for and take care of their immediate working area, as well as common and public areas. Copyright 2003 Aegis Medical Systems, Inc. All rights reserved.

37. 25. Loyalty and Fiduciary Duty • Staff members acknowledge that their commitment and loyalty to Aegis and its affiliates (including Aegis Institute, Aegis Management Systems and Nationwide Medical Group) requires them to meet productivity guidelines as it relates to their position and prevent any negligence, misconduct and/or breach of ethical, professional and regulatory standards. • Staff members are also expected to support Aegis beyond their job description and to optimize their contribution to Aegis within their paid time. Such a contribution could include activities that relate to Customer Service, Community Relations, Outreach, Public Relations as well as any other type of support to the performance of the clinic. Copyright 2003 Aegis Medical Systems, Inc. All rights reserved.

38. 26. Non-Disclosure of Trade Secrets & Intellectual Property • Staff members acknowledge that all Policies, Protocols & Procedures, manuals, forms, publications, financial information and reports, rates & charges, Patient Census-related information, marketing, media, PR and Political Work, including all contact information as well as all HR and employee-related information are confidential and the sole property of Aegis and/or its affiliates. They agree not to disclose any of the above-mentioned trade secrets and/or intellectual property to any third party (outside of staff members) without a prior written approval of the General Counsel and/or the CEO. Copyright 2003 Aegis Medical Systems, Inc. All rights reserved.

39. 26. Non-Disclosure of Trade Secrets & Intellectual Property – Cont’ • Staff members will also refrain from assisting Aegis’ competitors by disclosing the above-mentioned confidential information or providing referrals, unless it is approved by the General Counsel or permitted by published P,P&Ps (e.g., “Courtesy Dose”). Copyright 2003 Aegis Medical Systems, Inc. All rights reserved.

40. 27. Protection of Aegis’ Tangible Assets • In pursuance of their commitment to Aegis, staff members will protect Aegis’ tangible assets, including: fixtures, furniture, equipment, supplies and inventory. Staff members will avoid and prevent waste of corporate resources, including: misuse of corporate facilities, assets and utilities. Copyright 2003 Aegis Medical Systems, Inc. All rights reserved.

41. 27. Protection of Aegis’ Tangible Assets –Cont’ • The staff members will be committed to avoiding and preventing any “exposure” of Aegis to liability due to risks, hazards or loss. They are expected to resolve and remove any obstructions and nuisances to either other staff members, patients or the general public. Staff members will practice prudent and professional application of Policies, Protocols, and Procedures as well as use of equipment and supplies. Staff members are also committed to following Cal OSHA regulations and guidelines and also are expected to engage in education and training pertaining to preventive measures, maintenance and repairs. Copyright 2003 Aegis Medical Systems, Inc. All rights reserved.

42. 28. Reporting of Misconduct • Staff members who are aware of unlawful or unethical conduct or practices as well as any breach of loyalty, fiduciary duty and/or unauthorized disclosure of confidential information are required to report such violations to their superiors and the General Counsel or Director of Q.A. Copyright 2003 Aegis Medical Systems, Inc. All rights reserved.

43. APPENDICES • Appendix I • 10 Commandments: Staff members hereby acknowledge and endorse the enclosed Clinician’s Ten Commandments • Appendix II • The Patient’s Bill of Rights: Staff members hereby acknowledge and endorse the enclosed Patient’s Bills and Rights and Responsibilities. Copyright 2003 Aegis Medical Systems, Inc. All rights reserved.