Exhibit and promote at all times honest and ethical conduct, including the ethical handling of any actual or apparent conflicts of interest between personal and professional relationships.

Avoid conflicts of interest and disclose to the Audit Committee in advance any transaction or relationship that reasonably could be expected to give rise to a conflict.

Take all reasonable measures to protect the confidentiality of non-public information about Frisch’s and its customers obtained or created in connection with your activities and to prevent the unauthorized disclosure of such information unless required by applicable law or regulation or legal or regulatory process. You also agree not to use such non-public information for your own personal benefit.

Provide full, fair, accurate, timely, and understandable financial and other disclosures in internal reports, periodic reports and documents that Frisch’s files with, or submits to, the Securities and Exchange Commission or other governmental or self-regulatory agencies, and any other public communications made by Frisch’s. Accordingly, it is your responsibility to promptly bring to the attention of the Audit Committee any material information of which you may become aware that affects the disclosures made by the company in its public filings and otherwise assist the Audit Committee in fulfilling its responsibilities.

Promptly bring to the attention of the Audit Committee any information you may have concerning (a) significant deficiencies in the design or operation of internal controls which could adversely affect the company’s ability to record, process, summarize and report financial data, or (b) any fraud, whether or not material, that

involves management or other employees who have a significant role in the company’s financial reporting, disclosures or internal controls.

Comply with all applicable laws, rules and regulations, including the rules and regulations of the Securities and Exchange Commission, any exchange on which the company’s stock is traded and any other applicable private and public regulatory agencies. Promptly bring to the attention of the Audit Committee any information you may have concerning evidence of a material violation of the securities or other laws, rules or regulations applicable to the company and the operation of its business, by the company or any agent thereof.

Act in good faith, responsibly, with due care, competence and diligence, and without knowingly misrepresenting or omitting material facts or allowing your independent judgment to be subordinated.

Promptly report any possible violation of this Code of Ethics to the Audit Committee, including any actual or apparent conflicts of interest between personal and professional relationships, involving any management or other employees who have a significant role in the company’s financial reporting, disclosures or internal controls.

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