STATEMENT OF PRINCIPLES

      Bandai America Incorporated is committed to improving the lives of people throughout the world. Indeed, BANDAI’s devotion to entertaining and providing enjoyment, especially to children, is a hallmark of our company. As a responsible citizen in a global community BANDAI cannot be indifferent to the standards of our Business Partners. Because we manufacture in many countries with diverse cultures and values, we must take special care in selecting Business Partners whose practices are not incompatible with our values. Otherwise, our business relationships have the potential of undermining our commitment, damaging the image of our products, and threatening our success.

     BANDAI’s Code of Conduct establishes minimum standards of conduct required of all our Business Partners and addresses issues that are the responsibility of and controllable by each individual Business Partner. Business Partners include our contractors and subcontractors who manufacture BANDAI products, suppliers who provide the materials used in the manufacture of BANDAI products, and licensees who manufacture or sell products under the BANDAI name. While some of the standards outlined in our Code of Conduct may not necessarily be characteristic of the general business values of countries in which BANDAI products are manufactured, in an effort to improve the lives of workers involved in providing BANDAI products to the world we have adopted the following standards.

     BANDAI is committed to working closely with our Business Partners to create and implement policies which adhere to the above principals. In order to assure adherence to such policies BANDAI conduct periodic reviews and factory tours of our Business Partners.

     Inquiries about the Code of Conduct for Business Partners should be directed to Richard Garcia, QA & QC Technical Analyst or Seiichi Takeuchi, SR. Vice President, Administration & IT of Bandai America Incorporated. They can be reached by telephone at 714-816-9500 or by fax at 714-816-6711.

Child Labor

     BANDAI is deeply concerned with the lives of children. Use of child labor is not permissible and BANDAI will not work with Business Partners that use child labor. The term “child” refers to a person younger than the age for completing compulsory education under local laws. BANDAI will encourage legitimate apprenticeship and wok study programs for young people, as long as such do not exploit the young people and are not dangerous to the young peoples’ health or safety.

Forced or Involuntary Labor

     BANDAI will not work with Business Partners that use forced or involuntary labor. BANDAI will not purchase materials that were produced by forced prison or other compulsory or coerced labor and will terminate business relationships with any sources which use such labor.

Compensation

     BANDAI expects manufacturers to recognize that wages are essential to meeting employee’s basic needs. Manufacturers will, at a minimum, comply with all applicable wage and hour laws and regulations, including those relating to minimum wages, overtime, maximum hours, piece rates and other elements of compensation, and provide legally mandated benefits. In addition, except in extraordinary business circumstances, employees will be entitled to at least one day off in every seven-day period.

     Manufacturers will compensate employees for overtime hours at such premium rate as is legally required or, if there is no legally prescribed premium rate, at a rate at least equal to the regular hourly compensation rate.

Disciplinary Practices

     BANDAI will not enter into contracts or continue to contract with Business partners who use corporal punishment or other forms of mental or physical coercion.

Discriminatory Practices

     BANDAI recognizes and respects the cultural differences found in the worldwide marketplace. However, we believe that workers should be employed on the basis of their ability to carry out the duties of a particular job, rather than on the basis of personal characteristics of beliefs. Therefore, BANDAI will not enter into contracts or continue to contract with Business Partners who discriminate in hiring and employment practices on grounds of race, religion, national origin, political affiliation, sexual preference or gender.

Health and Safety

     Business Partners will provide employees with a safe and healthy workplace in compliance with all applicable laws and regulations, ensuring at a minimum reasonable access to potable water and sanitary facilities; fire safety; and adequate lighting and ventilation. Business Partners will also ensure that the same standards of health and safety are applied in any housing that they provide for employees.

Freedom of Association

     BANDAI will only do business with Business Partners who allow workers the freedom to join associations of their choice and to lawfully organize and bargain collectively without fear of interference or restriction.

Protection of the Environment

     BANDAI will only do business with Business Partners who comply with all applicable environmental regulations.

Monitoring and Compliance

     Business Partners will authorize BANDAI and its designated agents (including third parties) to engage in monitoring activities to confirm compliance with this Code of Conduct, including unannounced on-site inspections of manufacturing facilities and employer-provided housing; reviews of books and records relating to employment matters; and private interviews with employees.

     BANDAI’s Code of Conduct is not intended to serve as a guideline for punishment. Rather BANDAI intends for its Code of Conduct to encourage and promote responsible manufacturing business practices throughout the world. We believe that by working together to see these standards enforced, BANDAI and our Business Partners can help achieve a genuine improvement in the lives of workers throughout the world. As such, while BANDAI insists that all of its Business Partners, both present and future, adhere to these standards on a continuous basis, BANDAI is committed to working with its present Business Partners if certain standards are not being met. If, however, a Business Partner fails to implement appropriate corrective actions in order to remedy a violation of the standards outlined in this Code of Conduct, BANDAI will not hesitate to immediately terminate our association with such Business Partner.