Code of Business Conduct and Ethics

. Introduction

US Fashion Corp Holdings Inc(the “Company”) requires the highest standards of
professional and ethical conduct from its employees, officers and directors. The
Company’s reputation for honesty and integrity among its shareholders is key to the
success of its business. No employee, officer or director will be permitted to achieve results
through violations of laws or regulations or through unscrupulous dealings.
The Company intends that its business practices will be compatible with the economic and
social priorities of each location in which it operates. Although customs vary from country
to country and standards of ethics may vary in different business environments, honesty
and integrity must always characterize the Company’s business activity.
This Code of Business Conduct and Ethics (this “Code”) reflects the Company’s
commitment to a culture of honesty, integrity and accountability and outlines the basic
principles and policies with which all employees, officers and directors are expected to
comply. Please read this Code carefully.

In addition to following this Code in all aspects of your business activities, you are expected
to seek guidance in any case where there is a question about compliance with both the letter
and spirit of the Company’s policies and applicable laws. This Code sets forth general
principles and does not supersede the specific policies and procedures that are covered in
the separate Employee Handbook of the Company, in the separate Code of Conduct
applicable to our vendors and licensees or in the separate specific policy statements, such
as the Securities Trading Policy, the Related Person Transactions Policy, the
Whistleblower Policy and the Anti-Bribery Policy. References in this Code to the
Company mean the Company or any of its subsidiaries.
Your cooperation is necessary to the continued success of the Company’s business and the
cultivation and maintenance of its reputation as a good corporate citizen.

  1. Conflicts of Interest
    All employees, officers and directors have an obligation to act in the best interest of the
    Company at all times. A conflict of interest exists when a Company employee, officer or
    director is in a position to (i) compete with, rather than help, the Company or (ii) make a
    business decision not on the basis of the Company’s interest but rather for his or her own
    personal advantage (for example, you cause the Company to engage in business
    transactions with a company you or your friends or relatives control, without having
    obtained the appropriate prior approvals required under the separate Related Person
    Transactions Policy of the Company as discussed below). A conflict situation can also
    arise when an employee, officer or director takes actions or has personal or family interests
    that may make it difficult to perform his or her work (or discharge his or her duties and
    obligations) effectively. Conflicts of interest also arise when an employee, officer or
    director, a member of his or her family or any of his or her affiliates receives improper
    personal benefits as a result of his or her position in the Company (other than in accordance
    with the Company’s policy concerning Entertainment, Gifts, Favors and Gratuities set forth
    in the separate Employee Handbook of the Company). In order to avoid even the
    appearance of a conflict of interest, the Company prohibits the use, for personal purposes,
    of any Company vendor by (i) any director, executive officer, division head or country
    head, or (ii) any employee who interacts with a Company vendor as part of his or her
    ordinary responsibilities, in each case excluding common carriers and utilities at published
    prices. Also, all discounted sales from the Company to its employees are for the personal
    use of such employees, and it is a violation of Company policy for any employee to resell
    items obtained at a discount from the Company.
    It is not always easy to determine whether a conflict of interest exists, so any potential
    conflicts of interest must be reported immediately to the General Counsel, Chief Human
    Resources Officer and Head of Internal Audit, in the case of potential conflicts involving
    an executive officer or director, or to the employee’s supervisor or to a representative of
    Human Resources, in the case of potential conflicts involving any other employee. If the
    concern requires confidentiality, including keeping identity anonymous, then this
    confidentiality will be protected, except to the extent necessary to conduct an effective
    investigation or as required by applicable law, regulation or legal proceedings.

The Company recognizes that transactions between the Company and any of its directors,
executive officers or shareholders that own 5% or more of the Company’s voting securities
or immediate family members of, or entities affiliated with, any of the foregoing persons
can present potential or actual conflicts of interest and create the appearance that Company
decisions are based on considerations other than the best interests of the Company and its
shareholders. The Company also recognizes that there are situations where these “related
person transactions” may be in, or may not be inconsistent with, the best interests of the
Company and its shareholders. Therefore, the Company has adopted a written Related
Person Transactions Policy which sets forth procedures with respect to the review,
approval, ratification and disclosure of such related person transactions where the amount
involved exceeds $120,000 in the aggregate in any one fiscal year. All directors, executive
officers and division heads responsible for the related person transaction are expected to
comply with the procedures set forth in the separate Related Person Transactions Policy of
the Company prior to entering into any related person transaction.

III. Corporate Opportunities
In carrying out their duties or responsibilities, employees, officers and directors owe a duty
to the Company to advance its legitimate interests when the opportunity to do so arises.
Employees, directors and officers are prohibited from (i) taking for themselves personally
opportunities that arise through the use of corporate property, information or position, (ii)
using corporate property, information or position for personal gain and (iii) competing with
the Company, in each of the foregoing cases, to the material detriment of the Company.
Whether any of the foregoing actions is to the material detriment of the Company will be
determined by the Audit Committee, in the case of an executive officer or director, or the
Legal Department, in the case of any other employee, based on all relevant facts and
circumstances, including whether the Company has previously declined to pursue such
proposed opportunity for its own benefit.

  1. Public Reporting
    Full, fair, accurate, timely and understandable disclosure in the reports and other
    documents that the Company files with, or submits to, the U.S. Securities and Exchange
    Commission (the “SEC”) and in its other public communications is critical for the
    Company to maintain its good reputation, to comply with its obligations under the
    securities laws and to meet the expectations of its shareholders and other members of the
    investment community. Persons responsible for the preparation of such documents and
    reports and other public communications are to exercise the highest standard of care in
    their preparation in accordance with the following guidelines:
    all accounting records, and the reports produced from such records, must be in
    accordance with all applicable laws;
    all accounting records must fairly and accurately reflect all transactions or occurrences
    to which they relate;
    all accounting records must fairly and accurately reflect in reasonable detail the
    Company’s assets, liabilities, revenues and expenses;
    no accounting records should contain any false or intentionally misleading entries;
    no transactions should be intentionally misclassified as to accounts, departments or
    accounting periods;
    all transactions must be supported by accurate documentation in reasonable detail and
    recorded in the proper account and in the proper accounting period;
    no information should be concealed from the internal auditors or the independent
    registered public accounting firm; and
    compliance with the Company’s internal control over financial reporting and disclosure
    controls and procedures is required.

  1. Confidentiality
    It is the responsibility of all employees, officers and directors to protect against
    unauthorized or inappropriate disclosure of confidential or proprietary information.
    During and subsequent to employment or association with the Company, employees,
    officers and directors are required to safeguard the Company’s trade secrets and
    confidential information at all times (except when disclosure is authorized by the Company
    or legally mandated).
    Confidential information includes all non-public information that may be of use to
    competitors, or harmful to the Company or its customers, if disclosed. It also includes
    information that suppliers and customers have entrusted to the Company. Of special
    sensitivity is financial information which should under all circumstances be considered
    confidential except where its disclosure is approved by the Company or when the
    information has been publicly disseminated.
    In dealing with the Company’s confidential and proprietary information, the basic
    guidelines to follow are:
    any proprietary information to which you may have access should be discussed with
    others only on a need-to-know basis;
    employees should not discuss personal compensation information, subject to the below;
    employees (other than personnel in Human Resources) must not supply personal or
    employment information (i.e. references) about current or former employees to other
    employees or outside sources. Human Resources will only confirm an employee’s start
    date, last day worked, and positions. Written consent is required for salary verification.
    Of course, the Company will not enforce this policy in a manner that encroaches on the
    legal rights of employees, nor is this policy intended to apply to or limit conduct that is
    otherwise protected under law, such as engaging in protected concerted activity under
    Section 7 of the National Labor Relations Act, including the discussion of wages, hours
    and/or working conditions.

  1. Protection and Proper Use of Company Assets
    All employees, officers and directors should promote the responsible use of the Company’s
    assets and resources by the Company and ensure their efficient use. Company assets, such
    as proprietary information, funds, materials, supplies, products or computers, software,
    facilities and other assets owned or leased by the Company, or that are otherwise in the
    Company’s possession, may only be used for legitimate business purposes and may never
    be used for illegal purposes. This obligation continues even after you leave the Company.
    Theft, carelessness and waste have a direct impact on the Company’s profitability. Any
    suspected incidents of fraud or theft should be immediately reported for investigation.
    Every employee, officer and director is personally responsible for taking all reasonable
    steps to protect the Company’s assets entrusted to that employee, officer or director. This
    obligation to protect the Company’s assets extends to the Company’s property, products
    and intellectual property, including trademarks, trade secrets, patents and copyrights, as
    well as business, legal and marketing plans, manufacturing ideas, designs, records,
    unpublished data and reports, employee information and other proprietary information.
    VII. Product Integrity; Intellectual Property; Counterfeiting
    The Company is proud of the quality of its products and in addition to the Company’s
    own high standards of production, each item must be produced, packaged and labeled in
    full compliance with applicable legal requirements. Furthermore, all of the Company’s
    marketing and advertising must be truthful.
    The Company owns and retains the sole rights to all business-related and merchandise-related
    designs, concepts, improvements, discoveries and ideas that an employee
    conceives or makes during the course of his or her employment with the Company. In
    addition, the Company’s trademarks are valuable assets and represent what the Company
    is as a brand. The Company expects all employees to help protect its trademarks at all
    times. In some instances, individuals or other third parties may attempt to sell counterfeit
    merchandise using the Company’s trademarks. If you find any merchandise bearing any
    portion of the Company’s trademarks on the labels, price tags, hang tags, packaging or
    otherwise and not sold through a Company store or outlet or through an authorized
    department or specialty store, it is your responsibility to promptly inform the Legal

VIII. Insider Trading
Insider trading is unethical and illegal. Employees, officers and directors are not allowed
to trade in securities of a company while in possession of material non-public information
regarding that company. It is also illegal to “tip” or pass on inside information to any other
person who might make an investment decision based on that information or pass the
information on further. The Company has a separate Securities Trading Policy, which sets
forth your obligations in respect of trading in the Company’s securities.

  1. Fair Dealing
    Each employee, officer and director, in carrying out his or her duties and responsibilities,
    should endeavor to deal fairly with the Company’s customers, suppliers, competitors and
    employees. No employee, officer or director should take unfair advantage of anyone
    through illegal conduct, manipulation, concealment, abuse of privileged information,
    misrepresentation of material facts or any other unfair-dealing practice.

  1. Compliance with Laws, Rules and Regulations
    Compliance with both the letter and spirit of all laws, rules and regulations applicable to
    the Company’s business, including any securities exchange or other organization or body
    that regulates the Company, is critical to the Company’s reputation and continued success.
    All employees, officers and directors must respect and obey the laws of the cities, states
    and countries in which we operate and avoid even the appearance of impropriety.
    Employees, officers or directors who fail to comply with this Code and applicable laws
    will be subject to disciplinary measures, up to and including termination from the
    In addition, if you become aware of any information that you believe constitutes evidence
    of a material violation of laws, rules or regulations applicable to the Company and the
    operations of its business, by the Company, or any employee, officer or director, then you
    should bring such information to the attention of the Legal Department.

  1. Compliance With the Antitrust Laws
    The Company believes in fair and open competition and adheres strictly to the requirements
    of the antitrust laws. As a general proposition, any contact with a competitor may present
    problems under the antitrust laws. Accordingly, all employees, officers and directors
    should avoid any such contact relating to the business of the Company or the competitor
    without first obtaining the approval of the Legal Department.
    The Company notes below some general rules concerning contacts with competitors:
    Agreements among competitors, whether written or oral, that relate to prices are illegal
    per se. In other words, such agreements, by themselves, constitute violations of the
    antitrust laws. There are no circumstances under which agreements among
    competitors relating to prices may be found legal. Price fixing is a criminal offense
    and may subject the Company to substantial fines and penalties and the offending
    employee to imprisonment and fines.
    The antitrust laws may be violated even in the absence of a formal agreement relating
    to prices. Under certain circumstances, an agreement to fix prices may be inferred from
    conduct, such as the exchange of price information, and from communications among
    competitors even without an express understanding. Although exchanges of price
    information are permitted in certain circumstances, employees of the Company should
    not participate in such exchanges without first obtaining the approval of the Legal
    It is a per se violation of the antitrust laws for competitors to agree, expressly or by
    implication, to divide markets by territory or customers.
    It is a per se violation of the antitrust laws for competitors to agree not to do business
    with a particular customer or supplier. As with agreements to fix prices, the antitrust
    laws can be violated even in the absence of an express understanding.
    Any communication between competitors concerning problems with any customer or
    supplier may violate the antitrust laws and should be avoided.

XII. Non-Discrimination and Anti-Harassment
The Company is committed to a work environment in which all individuals are treated with
respect. Each individual has the right to work in a professional atmosphere that promotes
equal employment opportunities (without discrimination or harassment on the basis of race,
color, national origin, religion, sex, age, disability, citizenship status, marital status, sexual
orientation or any other characteristic protected by law) and prohibits discriminatory
practices, including harassment. Harassment includes derogatory comments based on
racial or ethnic characteristics and unwelcome sexual advances. You are encouraged to
speak out when a co-worker’s conduct makes you uncomfortable, and to report harassment
when it occurs in accordance with the policies and procedures set forth in the separate
Employee Handbook of the Company. The Company prohibits retaliation against any
individual who reports, in good faith, any violation of Company policy, including any
individual who reports discrimination or harassment or participates in an investigation of
any such report. For more information on the Company’s Non-Discrimination and AntiHarassment
Policy and the procedures in place for reporting an incident of harassment,
discrimination or retaliation, please see the separate Employee Handbook of the Company.

XIII. Safety and Health
The Company is committed to providing a safe, healthy and comfortable workplace for all
employees. The Company will not knowingly permit unsafe conditions to exist, nor will
it permit employees to engage in unsafe acts. Threats or acts of violence or physical
intimidation are prohibited. Each employee is to report every work-related injury, no
matter how slight, to his or her supervisor. In addition, use, possession, sale or being under
the influence of alcohol or any illegal drug or controlled substance while on Company
premises, or while conducting or performing Company business, is prohibited and may
result in termination of employment. Smoking is also prohibited in all areas of all the
Company’s premises at all times. For more information on the Company’s policy
concerning Safety, a Drug and Alcohol Free Workplace and a Smoke Free Workplace,
please see the separate Employee Handbook of the Company.

XIV. Computer, Electronic and Telephonic Information; Social Networking
The Company has developed a policy to ensure that all employees understand the rules
governing use of the Company’s computer network, and options for electronic mail (“email”)
and telephone message handling (“voicemail”) services and Internet access and the
limits which properly apply. All Company equipment, including desks, computers and
computer systems, computer software, Blackberrys, diskettes, e-mail, voicemail and other
physical items are for business use only. The Company at all times retains the right to
access and search all directories, indices, diskettes, files, databases, e-mail messages,
voicemail messages, Internet access logs and any other electronic transmissions contained
in or used in conjunction with the Company’s computer, e-mail, voicemail and Internet
access systems and equipment with no prior notice.
Like the Company’s computer network, e-mail and voicemail services, access to Internet
services such as web-browsing and Usenet or newsgroups is provided to employees by the
Company only for business use and includes any such service which is (i) accessed on or
from Company premises using Company computer equipment or via Company-paid access
methods and/or (ii) used in a manner that identifies the individual with the Company. Any
personal use must be infrequent and must not involve any prohibited activity, interfere with
the productivity of the employee or his or her co-workers, consume system resources or
storage capacity on an ongoing basis or involve large file transfers or otherwise deplete
system resources available for business purposes. For further information on the guidelines
that the Company has established to help ensure responsible and productive use of
Company equipment and systems, and for certain prohibited activities, please see the
section on Company Computer, Electronic and Telephonic Information in the separate
Employee Handbook of the Company. Please also see the Company’s Software Usage
Policy in the separate Employee Handbook of the Company.
The Company also recognizes that many employees are choosing to express themselves by
using Internet technologies such as weblogs (“blogs”), wikis, file-sharing, user generated
audio and video, virtual worlds and social networking sites such as Facebook, LinkedIn,
MySpace and Twitter (together, “Social Networking”). Whether you choose to participate
in Social Networking outside of work on your own time is your own decision. However,
you are reminded that the Company has in place policies that apply to Social Networking
by its employees. For more information on the Company’s Social Networking Policy,
please see the separate Employee Handbook of the Company.

  1. Gifts, Meals and Entertainment
    In general, the Company permits employees to give and receive modest gifts, meals and
    entertainment (“Amenities”). Furnishing or receiving meals, refreshments and
    entertainment in conjunction with business discussions with third parties such as
    customers, suppliers or licensees is a commonly accepted business practice, as is the
    offering of nominal gifts such as flowers or candy, and employees are permitted to engage
    in these practices in accordance with the Company’s separate Travel and Entertainment
    Expense Policy. However, no Amenities may be given or received in cash or the
    equivalent, and the furnishing of Amenities should not violate the standards of conduct of
    the recipient’s organization. In addition, all Amenities must be accurately documented and
    accurately recorded in the Company’s books and records. For more information on the
    Company’s policy concerning Gifts, Meals and Entertainment, please see the separate
    Employee Handbook of the Company.

XVI. Political Activities
The Company respects the right of each of its employees to participate in the political
process and to engage in political activities of his or her choosing; however, while involved
in their personal and civic affairs employees must make clear at all times that their views
and actions are their own, and not those of the Company. Employees may not use the
Company’s resources to support their choice of political parties, causes or candidates.
XVII. Bribes and Other Improper Payments
A bribe or other improper payment is not an acceptable way of doing business and exposes
both the Company and you to criminal and civil liability under anti-bribery laws. The
Company does not condone bribery in any form, including so-called “grease” or
“facilitating” payments.
While all forms of commercial and public bribery are prohibited, particular care must be
taken to avoid actual or perceived bribery in your dealings with government officials,
including employees of government-owned enterprises. As a company with operations in
a number of countries, we are subject to a variety of local and international anti-bribery
laws, including the U.S. Foreign Corrupt Practices Act (“FCPA”), Canada’s Corruption of
Foreign Public Officials Act (“CFPOA”) and the U.K. Bribery Act (“Bribery Act”). The
FCPA, CFPOA and the Bribery Act impose criminal and/or civil penalties for offering,
paying, promising to pay, or authorizing the payment of money or anything else of value
to a foreign government official, whether directly or through an agent or other
intermediary, for the purpose of influencing an act or decision or securing an improper
advantage. For more information on the Company’s policy concerning Bribes and Other
Improper Payments and for examples of “red flags” that may be signs of bribery, please
see the separate Anti-Bribery Policy of the Company.
Improper payments are distinct from the reasonable, limited expenditures for Amenities
discussed above. If any employee, officer or director has a question about whether any
particular expense should be viewed as a permissible Amenity or an impermissible bribe,
he or she should refer that question to the Legal Department.

XVIII.International Trade Regulation; Export Control; Other Regulations
Several U.S. laws govern the conduct of trade in the Company’s business and restrict U.S.
trade with certain countries. The Company’s operations worldwide must comply with U.S.
trade and export restrictions as well as applicable trade and export control laws of all
countries where the Company conductsits business. Employees uncertain of the legal trade
status of any country or any other international trade issues are responsible for consulting
with the Legal Department.
The Company’s business is subject to substantial regulation by various federal and state
agencies. For example, merchandise imported from outside the United States is subject to
regulation by the U.S. Customs Service. It is the Company’s policy to conduct its import
and export operations in accordance with applicable laws and regulations. All employees
are required to be aware of the laws and regulations applicable to their area of
responsibility, to consult with the manager ultimately responsible for compliance with
regulations applicable to their area and to consult with the Legal Department, as
Labeling, packaging and advertising, including catalogs, must comply with regulations of
the U.S. Federal Trade Commission. Federal, state and/or local sales or use taxes are
required to be collected and remitted in connection with sales of merchandise.

XIX. Compliance with this Code
If an employee, officer or director fails to comply with this Code or applicable laws, rules
or regulations (including the rules and regulations of the SEC), he or she will be subject to
disciplinary measures, which may include (with respect to employees and officers) a
written warning which becomes part of the employee’s personnel record or, in appropriate
situations, termination from the Company. Violations of this Code may also constitute
violations of law and may result in civil or criminal penalties for such person, such person’s
supervisors and/or the Company. The Board of Directors will determine, or designate
appropriate persons to determine, appropriate actions to be taken in the event of a violation
of this Code. In determining what action is appropriate in a particular case, the Board of
Directors or its designee will consider the nature and severity of the violation, whether the
violation was a single occurrence or repeated occurrences, whether the violation was
intentional or inadvertent, whether the individual in question had been advised prior to the
violation as to the proper course of action and whether or not the individual in question had
committed other violations in the past.
The Company proactively promotes ethical behavior and encourages employees, officers
and directors to report evidence of illegal or unethical behavior, violations of this Code or
violations of the separate Code of Conduct applicable to our vendors and licensees
promptly to the Legal Department. You may also report concerns regarding accounting,
internal controls or auditing matters pursuant to the separate Whistleblower Policy of the
If you have any questions regarding your obligations under this Code, you should promptly
contact the Legal Department. You may choose to remain anonymous in reporting any
possible violation of this Code, and the Company will make reasonable efforts to protect
the identity of any person who so chooses, subject to applicable legal requirements and the
needs of any ongoing investigation with respect to such possible violation. The Company
prohibits retaliatory action against anyone who, in good faith, reports a possible violation.

  1. Waivers of this Code
    Any waiver of this Code for the principal executive officer, principal financial officer or
    principal accounting officer or controller (or persons performing similar functions) will be
    made only by the Audit Committee, and any waiver of this Code for other executive
    officers or directors will be made only by the Board of Directors. Waivers will be promptly
    disclosed as required by applicable law or stock exchange regulation.
    Any waiver of this Code for any other employee will be made by the Legal Department.
    XXI. Amendments of this Code
    Any amendment of this Code will be made only by the Board (upon recommendation of
    the Audit Committee) and will be promptly disclosed as required by applicable law or stock
    exchange regulation. It is your responsibility to be familiar with this Code as it may be
    revised from time to time.

XXII. Compliance Procedures
This Code cannot, and is not intended to, address all of the situations you may encounter.
There will be occasions where you are confronted by circumstances not covered by policy
or procedure and where you must make a judgment as to the appropriate course of action.
In those circumstances, the Company encourages you to use your common sense and to
contact your supervisor or manager, Human Resources or the Legal Department for
If you have a concern that this Code has been violated or may be violated or otherwise have
a concrete ethics or compliance concern that you do not feel comfortable discussing with
your supervisor or manager, Human Resources or the Legal Department, please call the
Company’s confidential hotline at the numbers set forth on Annex A.
The Company strives to ensure that all ethics and compliance questions are handled fairly,
discreetly and thoroughly. You need not identify yourself.