SUPPLIER CODE OF CONDUCT

Vision is committed to the highest standards of product quality and

business integrity in its dealings with Suppliers and ensuring that
working conditions in our supply chain are safe, that workers are treated
with respect and dignity, and that manufacturing processes are
environmentally and socially responsible.

To ensure our relationships with Suppliers meet and support these

expectations, Vision is endorsing the Electronic Industry Supplier Code
of Conduct as documented below.

Vision also strongly encourages our Suppliers to acknowledge and support

our Code and seek to conform to its standards and provisions documented
in detail below. In selecting qualified Suppliers, Vision will be giving
preference to those that are socially and environmentally progressive. In
addition, failure to comply with the standards and provisions set forth
in our Code may result in Supplier disqualification.

Fundamental to adopting our Code is the understanding that a business, in

all of its activities, must operate in full compliance with the laws,
rules and regulations of the countries in which it operates. This Code
encourages Suppliers to go beyond legal compliance, drawing upon
internationally recognized standards, in order to advance
social and environmental responsibility.

The Code is made up of five sections. Sections A, B, and C outline

standards for Labor, Health and Safety, and the Environment,
respectively. Section D outlines the elements of a minimally acceptable
system to manage conformity to this Code. Section E adds
standards relating to business ethics.

For the purposes of this document "Supplier" means any company,

corporation or other entity that sells, or seeks to sell goods or
services, to Vision, Inc. including the Supplier's employees, agents and
other representatives.

A. LABOR
Suppliers should recognize and be committed to upholding the human rights
of workers,
and to treat them with dignity and respect as understood by the
international community.

Standards such as the Universal Declaration of Human Rights (UDHR),

Social
Accountability International (SAI) and the Ethical Trading Initiative
(ETI) were used as
references in preparing the Code and may be a useful source of additional
information.

The labor standards are:

1) Freely Chosen Employment

Forced, bonded or indentured labor or involuntary prison labor is not to
be used.
All work will be voluntary, and workers should be free to leave upon
reasonable
notice. Workers shall not be required to hand over government-issued
identification, passports or work permits as a condition of employment.

2) Child Labor
Child labor is not to be used in any stage of manufacturing. The term
“child” refers
to any person employed under the age of 15 (or 14 where the law of the
country
permits), or under the age for completing compulsory education, or under
the
minimum age for employment in the country. The use of legitimate
workplace
apprenticeship programs, which comply with all laws and regulations, is
supported.

Workers under the age of 18 shall not perform hazardous work and may be
restricted from night work with consideration given to educational needs.

3) Discrimination
There is to be no discrimination based on race, color, age, gender,
sexual
orientation, ethnicity, disability, religion, political affiliation,
union membership or
marital status in hiring and employment practices such as promotions,
rewards,
and access to training. In addition, workers or potential workers should
not be
subjected to medical/pregnancy tests that could be used in a
discriminatory way.
Workers with disabilities will be provided reasonable job accommodations
as
needed to perform their job function.

4) Harsh or Inhumane Treatment

There is to be no harsh and inhumane treatment, including any sexual
harassment,
sexual abuse, corporal punishment, mental or physical coercion or verbal
abuse of
workers: nor is there to be the threat of any such treatment.

5) Minimum Wages
Compensation paid to workers shall comply with all applicable wage laws,
including those relating to minimum wages, overtime hours and legally
mandated benefits. Any disciplinary wage deductions are to conform to
local law. The basis on which workers are being paid is to be clearly
conveyed to them in a timely manner.
6) Working Hours
Studies of good manufacturing practices clearly link worker strain to
reduced productivity, increased turnover and increased injury and
illness. Work weeks are not to exceed the maximum set by local law.
Further, a work week should not be more than 60 hours per week, including
overtime, except in emergency or unusual situations. Workers should be
allowed at least one day off per seven-day week.

7) Freedom of Association
Open communication and direct engagement between workers and management
are the most effective ways to resolve workplace and compensation issues.
Suppliers are to respect the rights of workers to associate freely and to
communicate openly with management regarding working conditions without
fear of reprisal, intimidation or harassment. Workers’ rights to join
labor unions, seek representation and or join worker’s councils in
accordance with local laws should be acknowledged.

B. Health and Safety

Suppliers should recognize that the quality of products and services,
consistency of
production, and workers’ morale are enhanced by a safe and healthy work
environment.

Management systems such as OHSAS 18001 and ILO Guidelines on Occupational

Safety and Health were used as references in preparing the Code and may
be a useful
source of additional information.

The health and safety standards are:

1) Machine Safeguarding
Physical guards, interlocks and barriers are to be provided and properly
maintained for machinery used by workers.

2) Industrial Hygiene
Worker exposure to chemical, biological and physical agents is to be
identified, evaluated, and controlled. When hazards cannot be adequately
controlled by engineering and administrative means, workers are to be
provided with appropriate personal protective equipment.

3) Safety
Worker exposure to workplace safety hazards (e.g., electrical and other
energy sources, fire, vehicles, slips, trips and fall hazards) are to be
controlled through proper design, engineering and administrative
controls, preventative maintenance and safe work procedures (including
lockout/tagout). Where hazards cannot be adequately controlled by these
means, workers are to be provided with appropriate personal protective
equipment.

4) Emergency Preparedness and Response

Emergency situations and events are to be identified and assessed, and
their impact minimized by implementing emergency plans and response
procedures, including: emergency reporting, employee notification and
evacuation procedures, worker training and drills, appropriate fire
detection and suppression equipment, adequate exit facilities and
recovery plans.

5) Occupational Injury and Illness

Procedures and systems are to be in place to manage, track and report
occupational injury and illness, including provisions to: a) encourage
worker reporting; b) classify and record injury and illness cases; c)
provide necessary medical treatment; d) investigate cases and implement
corrective actions to eliminate their causes; and d) facilitate return of
workers to work.

6) Physically Demanding Work

Worker exposure to physically demanding tasks, including manual material
handling and heavy lifting, prolonged standing and highly repetitive or
forceful assembly tasks is to be identified, evaluated and controlled.

7) Dormitory and Canteen

Workers are to be provided with clean toilet facilities, access to
potable water and sanitary food preparation and storage facilities.
Worker dormitories provided by the Supplier or a labor agent are to be
clean, safe, and provide emergency egress, adequate heat and ventilation
and reasonable personal space.

C. ENVIRONMENTAL
Suppliers should recognize that environmental responsibility is integral
to producing world class products. In manufacturing operations, adverse
effects on the environment and natural resources are to be minimized
while safeguarding the health and safety of the public.
Management systems such as ISO 14001, the Eco Management and Audit System
(EMAS) and the Kyoto Environmental Standard (KES) were used as references
in preparing the Code and may be a useful source of additional
information.

The environmental standards are:

1) Product Content Restrictions

Suppliers are to adhere to applicable laws and regulations regarding
prohibition or restriction of specific substances including labeling laws
and regulations for recycling and disposal. In addition, Suppliers are to
adhere to all environmental requirements specified by Vision.

2) Chemical and Hazardous Materials

Chemical and other materials posing a hazard if released to the
environment are to be identified and managed to ensure their safe
handling, movement, storage, recycling or reuse and disposal.

3) Wastewater and Solid Waste

Wastewater and solid waste generated from operations, industrial
processes and sanitation facilities are to be monitored, controlled and
treated as required prior to discharge or disposal.

4) Air Emissions
Air emissions of volatile organic chemicals, aerosols, corrosives,
particulates, ozone depleting chemicals and combustion by-products
generated from operations are to be characterized, monitored, controlled
and treated as required prior to discharge.

5) Environmental Permits and Reporting

All required environmental permits (e.g. discharge monitoring) and
registrations are to be obtained, maintained and kept current and their
operational and reporting requirements are to be followed.

6) Pollution Prevention and Resource Reduction

Waste of all types, including water and energy, are to be reduced or
eliminated at the source or by practices such as modifying production,
maintenance and facility processes, materials substitution, conservation,
recycling and re-using materials.

D. MANAGEMENT SYSTEM
Suppliers must adopt or establish a management system whose scope is
related to the content of this Code and proportional to a Supplier’s
environmental and social accountability profile. The management system
shall be designed to ensure (a) compliance with applicable laws and
regulations; (b) conformance with this Code; and
(c) identification and mitigation of operational risks related to this
Code. It should also facilitate continual improvement.
The management system should contain the following elements:

1) Company Commitment

Corporate social and environmental responsibility statements that affirm

the Supplier’s commitment to compliance and continual improvement.

2) Management Accountability and Responsibility

Clearly identified company representative[s] responsible for ensuring
implementation and periodic review of the status of the management
systems.

3) Legal and Customer Requirements

Identification, monitoring and understanding of applicable laws,
regulations and customer requirements.

4) Risk Assessment and Risk Management

Process to identify the environmental, health and safety1 and labor
practice risks
associated with Supplier’s operations. Determination of the relative
significance
for each risk and implementation of appropriate procedural and physical
controls
to ensure regulatory compliance to control the identified risks.

5) Performance Objectives with Implementation Plan and Measures

Written standards, performance objectives, targets and implementation
plans including a periodic assessment of Supplier’s performance against
those objectives.

6) Training
Programs for training managers and workers to implement Supplier’s
policies, procedures and improvement objectives.

7) Communication
Process for communicating clear and accurate information about Supplier’s
performance, practices and expectations to workers, suppliers and
customers.

8) Employee Feedback and Participation

Ongoing processes to assess employees’ understanding of and obtain
feedback on practices and conditions covered by this Code and to foster
continuous improvement.

9) Audits and Assessments

Periodic self-evaluations to ensure conformity to legal and regulatory
requirements, the content of the Code, and customer contractual
requirements related to social and environmental responsibility.

10) Corrective Action Process

Process for timely correction of deficiencies identified by internal or
external assessments, inspections, investigations and reviews.
11) Documentation and Records
Creation of documents and records to ensure regulatory compliance and
conformity to company requirements along with appropriate confidentiality
to protect privacy.

E. ETHICS
To meet social responsibilities and to achieve success in the
marketplace, Suppliers and their agents are to uphold the highest
standards of ethics including:

1) No Corruption, Extortion, or Embezzlement

1 Areas to be included in a risk assessment for health and safety are

warehouse and storage facilities, plant/facilities support equipment,
laboratories and test areas, sanitation facilities (bathrooms),
kitchen/cafeteria and worker housing /dormitories.

The highest standards of integrity are to be expected in all business

interactions. Any and all forms of corruption, extortion and embezzlement
are strictly prohibited resulting in immediate termination and legal
actions.

2) Disclosure and Privacy of Information

Means to effectively safeguard customer information regarding business

activities, structure, financial situation, performance, and/or any other
information deemed confidential shall be disclosed only in accordance
with the guidelines specified within any agreed upon non-disclosure
agreement between Supplier and Vision, Inc. and within the guidelines of
all applicable laws and regulations.

3) No Improper Advantage

Bribes or other means of obtaining undue or improper advantage are not to

be offered or accepted. No Supplier, or its representatives or employees,
shall offer to any Vision, Inc. employee a kickback, favor, gratuity,
entertainment or anything of value to obtain favorable treatment from
Vision, Inc. Vision, Inc. employees are similarly prohibited from
soliciting such items. This prohibition extends to immediate family
members of both Suppliers and Vision, Inc. employees. As long as a gift
is not intended to obtain favorable
treatment for the Suppliers and does not create the appearance of a
bribe, kickback, payoff or irregular type of payment, Vision, Inc.
employees are not prohibited from accepting the gift if: (1) it is $50 or
less in value, (2) public disclosure would not embarrass Vision, Inc.,
(3) acceptance is consistent with Vision, Inc. business practices and (4)
acceptance of the gift does not violate any applicable law. Furthermore,
Vision, Inc. employees are prohibited from accepting IPO stock from
Vision, Inc. Suppliers.

4) Fair Business, Advertising and Competition

Standards of fair business, advertising and competition are to be upheld.

Suppliers to Vision, Inc. shall not engage in collusive bidding, price
fixing, price discrimination, or other unfair trade practices in
violation of federal or state antitrust laws.

5) Whistleblowers

Programs that ensure the protection of Supplier and employee

whistleblower confidentiality are to be maintained. Vision, Inc.
Suppliers shall promptly notify Vision, Inc. Corporate Controller at
(800) 555-1234 of any known or suspected improper behavior by Suppliers
relating to their dealings with Vision, Inc., or any known or suspected
improper behavior by Vision, Inc. employees.

6) Community Engagement

Community engagement is encouraged to help foster social and economic

development.

7) Protection of Intellectual Property

Intellectual property rights are to be respected; transfer of technology

and know-how is to be done in a manner that protects intellectual
property rights.

8) Accessibility
Inherent accessibility features will be a) considered at the time of
(re)design and (re)development, and b) implemented where financially and
technically feasible.

Agreed on behalf of Supplier Name: ___________________________________

Signature of authorized representative: ______________________________

Printed Name: ______________________________

Date: ______________________________