The reputation of Adorn Jewellery, ("Adorn" or the "Company") is built upon basic principles of ethical behavior, individual integrity and personal commitment. This reputation can be retained only if all Adorn officers, directors and employees establish and adhere to the highest moral and ethical standards in the conduct of Adorn Jewellery business.

This Code of Ethics and Standards of Business Conduct (the "Code of Ethics and Standards of Business Conduct") governs the work behavior and business relationships of all Adorn officers, directors and employees with customers, competitors, governmental officials, the media, vendors, communities, the general public and fellow officers, directors and employees. The purpose of this Code of Ethics and Standards of Business Conduct is to advise you of Adorn policies regarding business ethics and standards of conduct and to otherwise assist officers, directors and employees in making decisions on behalf of Adorn and in avoiding conflicts of interest.

Unless otherwise indicated, any questions regarding this Code of Ethics and Standards of Business Conduct should be directed to your Department Manager, a corporate officer of Adorn Jewellery or the Director of Human Resources Department and in the case of officers and directors, the General Counsel. Officers, directors and employees are encouraged to discuss with the Chief Executive Officer, General Counsel or any corporate officer any concerns they may have related to the interpretation and application of this Code of Ethics and Standards of Business Conduct.

All Adorn officers, directors and employees are covered by this Code of Ethics and Standards of Business Conduct.

Adorn Code of Ethics is stated below, followed by Adorn Standards of Conduct.

ADORN'S CODE OF ETHICS

Adorn will conduct its business fairly and in an ethical and proper manner. In conducting its business, integrity must underlie all Company relationships, including those with customers, vendors, competitors, governmental officials, communities, the media, the general public and co-workers.

The highest standards of ethical business conduct and full compliance with all applicable laws are required of Adorn officers, directors and employees in the performance of their Company responsibilities. Officers, directors and employees will not engage in conduct or activity that may raise questions as to the Company's honesty, impartiality or reputation.

In order to preserve and perpetuate the reputation and successful business operation of Adorn, there should be careful observance of all applicable laws, rules and regulations, as well as scrupulous regard for high standards of conduct and personal integrity. While it is not possible to describe every illegal or improper act or practice, Adorn deems the following standards of conduct to be particularly important.

I. BUSINESS CONDUCT

1. Gifts and Entertainment. Gifts, favors, entertainment, or services of any kind may not be provided by or on behalf of Adorn to a customer, supplier, government employee or other person or organization, unless all of the following criteria are met: (i) it is reasonable and not excessive; (ii) it cannot, in the surrounding circumstances, be reasonably construed as a bribe, payoff or kickback; (iii) public disclosure of it would not embarrass Adorn; (iv) the item is consistent with the normal and accepted business ethics of the country in which it is provided (see Foreign Corrupt Practices Act); and (v) it does not violate the laws of the United States or the country in which it is provided.
   
   Except as stated below, in no circumstances may gifts be made of cash or cash equivalents (such as stock certificates or bonds). Gift certificates, promotional codes and discount codes, however, may be given if they are reasonable, comply with the above criteria and are properly documented.
    

2. Payments to Customers or Vendors. No effort may be made, directly or indirectly, to influence improperly a Adorn customer or supplier. The payment of bribes, payoffs, kickbacks or other benefits that may improperly influence business relationships between Adorn and its customers or suppliers is prohibited. Such conduct is illegal and may violate state and federal criminal laws. Notwithstanding the foregoing, Adorn may credit customer accounts when necessary to accommodate customers for missing goods, late shipments, or other business reasons so long as it is done fairly and in accordance with the Company's standards of business conduct.
    

3. Political Contributions. No corporate funds, merchandise or service may be paid or furnished, directly or indirectly, to a political party, committee, organization or to a political candidate or incumbent, except if legally permissible and if approved in advance in writing by the Chairman of the Board and Chief Executive Officer of the Company. No political contributions by individual employees may be made in the name of Adorn or be reimbursed by it, directly or indirectly.
    

4. Payments to Government Officials or Employees. Corporate funds or other assets may not be paid or furnished, directly or indirectly, to a government official, government employee or politician for the purpose of obtaining or maintaining business on behalf of Adorn. Such conduct is illegal and may violate state and federal criminal laws. Assistance or entertainment provided to any government office should never, in form or substance, compromise the Company's arm-length business relationship with the government agency or official involved.
    

5. Accounting Procedures and Documentation. All transactions must be accurately recorded in a timely manner on Adorn books and records. The recording and reporting of transactions and financial balances will be in accordance with Generally Accepted Accounting Principles ("GAAP"). No unrecorded bank accounts, corporate funds or assets may be maintained. No entry may intentionally distort or disguise the true nature of any transaction. Corporate funds may not be paid with the intent or understanding that any part of such payment is to be used for a purpose other than that described by the documents supporting such payment. To the extent included in their job duties, officers and employees are expected to assist Adorn in maintaining its system of internal accounting controls that will provide reasonable assurances to management that all transactions are properly recorded.
    

6. Compliance with Laws, Rules and Regulations. The policy of the Company requires compliance with all laws, rules and regulations applicable in the country, state and local jurisdiction where Company business is conducted. An officer, director or employee must not take any action on behalf of the Company that such officer director or employee knows or reasonably should have known violates the letter or spirit of any law, rule or regulation.

II CONFLICT OF INTEREST

The Company's officers, directors and employees have an obligation to be loyal to the best interests of the Company. They should take all reasonable efforts to identify actual or potential conflicts of interest between Company interests and their personal or professional relationships and to bring such conflicts to the attention of the General Counsel. They should adhere to any conflict of interest policies as established from time to time by the Company's Audit Committee.

Members of Adorn Board of Directors (the "Board") have a special responsibility because our Directors are prominent individuals with substantial other responsibilities. To avoid conflicts of interest, Directors are expected to disclose to their fellow Directors any personal interest they may have in a transaction upon which the Board passes and to recuse themselves from participation in any decision in which there is a conflict between their personal interests and the interest of Adorn.

III IMPLEMENTATION AND MONITORING

All Department Managers shall, within their areas of responsibility, be responsible for explanation of this Code of Ethics and Standards of Business Conduct so as to assure employee knowledge and compliance. Department Managers are also responsible for enforcement of this Code of Ethics and Standards of Business Conduct within their area of responsibility.

In order to ensure that violations of this Code of Ethics and Standards of Business Conduct do not result in harm to the Company or its employees, it is essential that management of the Company be aware of such violations. Therefore, employees are encouraged to discuss with their Department Manager or any Company corporate officer any concerns they may have related to the interpretation and application of this Code of Ethics and Standards of Business Conduct Code of Ethics and Standards of Business Conduct. Any actual or contemplated conduct that an officer, director or employee discovers and which he or she reasonably believes may constitute a violation of this Code of Ethics and Standards of Business Conduct must be promptly reported to a Department Manager or a Company corporate officer, or if necessary, the Company's Chief Executive Officer or Chairman. Adorn will not tolerate any kind of retaliation for reports or complaints regarding misconduct that were made in good faith.

If Adorn receives information regarding an alleged violation of this Code of Ethics and Standards of Business Conduct, then the General Counsel shall: (1) evaluate such information as to gravity and credibility; (2) if necessary, initiate an informal inquiry or a formal investigation with respect thereto; (3) if appropriate, prepare a written report of the results of such inquiry or investigation, including recommendations as to the disposition of such matter; (4) if appropriate, make the results of such inquiry or investigation available to the public (including disciplinary action); (5) if appropriate, recommend changes to this Code of Ethics and Standards of Business Conduct that the General Counsel deems necessary or desirable to prevent similar violations of this Code of Ethics and Standards of Business Conduct and (6) if such a violation relates to conduct by an officer or director, advise the Chairman of the Audit Committee or the Nominating Committee who may determine to oversee any such informal inquiry or formal investigation.

The General Counsel will have primary authority and responsibility for the enforcement of this Code of Ethics and Standards of Business Conduct, subject to the supervision of the Board or a committee of the Board that it may designate, or, in the case of accounting, internal accounting controls or auditing matters, the Audit Committee, and Adorn will devote the necessary resources to enable the General Counsel to establish such procedures as may be reasonably necessary to create a culture of accountability and facilitate compliance with this Code of Ethics and Standards of Business Conduct.

IV VIOLATION

Violation of this Code of Ethics and Standards of Business Conduct may result in disciplinary action, including counseling, oral or written reprimands, warnings, probations or suspensions (with or without pay), demotions, reductions in salary, terminations of employment, and restitution. Legal proceedings may also be commenced, if necessary, to recover the amount of any improper expenditures, any profits realized by the offending officer, director or employee, and any financial detriment sustained by Adorn. In appropriate circumstances, violations of this Code of Ethics and Standards of Business Conduct will be reported to the applicable authority.

V WAIVERS AND AMENDMENTS

Any waivers of the provisions in this Code of Ethics and Standards of Business Conduct with respect to senior financial officers, executive officers or directors may only be granted by the Board of Directors. Any amendment or waiver of this Code of Ethics and Standards of Business Conduct that applies to the Company's principal executive officer, principal financial officer, principal accounting officer or controller, or person performing similar functions or the Company's directors shall, if required under SEC rules, be disclosed in a Form 8-K filed by the Company, or posted on the Company's Internet website, within five business days of such amendment or waiver. 

VI GENERAL

This Code of Ethics and Standards of Business Conduct is a corporate statement of policy, the contents of which may be modified, substituted or altered at any time by the Company. This Code of Ethics and Standards of Business Conduct is not intended to create a contract of employment or to alter the employment relationship that exists between officers or employees and the Company.