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Exhibit C

Red Flags in Using Third Party Contractors

There are a number of red flags to be aware of when retaining or doing business with any
third-party agent, consultant, representative, distributor or joint venture business partner
(collectively "third party contractor"), including the following:

• The third party contractor is less than forthcoming with information requested during the
  due diligence process;
  
• The third-party contractor has a questionable reputation in the business community;
  
• The third-party contractor or a director, shareholder or employee of the contractor, has
  family or business ties to a government official;
  
• The third-party contractor is recommended to you by a foreign government customer;
  
• The third-party contractor insists that his identity not be disclosed;
  
• The third-party contractor refuses to expressly certify compliance with the FCPA and the
  Company’s Terms and Conditions of Ethical Business Practices;
  
• The amount of the payment requested is substantially above the going rate;
  
• The third-party contractor requests commission up-front for him to "get the business" or
  "make the necessary arrangements";
  
• A method of payment is suggested that could be considered unusual for a business
  transaction such as: (i) payment in cash; (ii) payment made to a third country; or (iii)
  payment made to a third party;
  
• The third-party contractor has undisclosed principals, associates or subcontractors with
  whom fees or commissions are split;
  
• The proposed agreement is illegal under local law;
  
• The third-party contractor makes statements that bribery is a "way of doing business" in
  the country in question; and/or
  
• The third-party contractor makes reference to political or charitable contributions as a
  way of influencing official action.
  

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