Code of Business Ethics

Foreword
Intracoastal Transportation, Inc has a unique opportunity to make a dramatic and lasting impact on the way we live, work, learn, and govern, as a leader in the marine transportation world.

Intracoastal Transportation, Inc's success benefits not only the organization—employees, investors, owners, and partners—but also society in general by providing the tools to accomplish business goals.

However, Intracoastal Transportation, Inc can only be successful in the long term if our employees adhere to the highest standards of business conduct. Therefore, our commitment and vision necessarily include adherence to high ethical standards, in addition to basic compliance with the law.

The Intracoastal Transportation, Inc Board of Directors has adopted this Code of Business Ethics (the “Code”) to inform all employees of their legal and ethical obligations to the Company. All employees, agents, consultants, contractors, and representatives are expected to comply with the Code to promote Intracoastal Transportation, Inc's corporate objectives.

In today's complex world it is impossible to enumerate all situations that can arise involving legal or ethical considerations. Therefore, the Code describes only certain limited aspects of acceptable and unacceptable employee and corporate behavior.
Intracoastal Transportation, Inc intends to set the standard for ethical business conduct. The day-to-day performance of each employee adds to—or detracts from—Intracoastal Transportation, Inc's reputation as a company.

To demonstrate our commitment to this standard, Intracoastal Transportation, Inc requires that you read this Code and complete the report at the end of this document. Thank you for your support in maintaining our role as a leader in the marine marketplace and in making Intracoastal Transportation, Inc the leader in ethical and legal behavior.

Accurate Books and Records
Intracoastal Transportation, Inc must maintain accurate and complete Company records. Transactions between the Company and outside individuals and organizations must be promptly and accurately recorded in accordance with generally accepted accounting principles and practices. No one should even consider misrepresenting facts or falsifying records.

All reporting of information (for example, expense reports, invoice transmittals, inventory summaries) should be accurate, honest, timely, and a fair representation of the facts.

Antitrust
Intracoastal Transportation, Inc operates in a highly competitive environment. As a result, antitrust laws are an important part of everyday business life. The antitrust laws are complex and must be complied with strictly.

Routine business decisions involving prices, terms and conditions of sale, dealings with suppliers and customers, and many other matters present problems of great sensitivity under antitrust laws.

The penalties for violating antitrust laws can be severe, making the stakes high. It is therefore essential that Intracoastal Transportation, Inc employees be aware of the antitrust laws and guard against their violation.

Intracoastal Transportation, Inc employees should not
• Discuss pricing or pricing practices with a competitor.
• Divide customers, markets, or territories with a competitor.
• Agree with anyone not to deal with another company.
• Force a customer to buy one service to get another service.
• Attempt to control a customer's resale price.
These laws promote vigorous, free, and open competition in the marketplace. Competition guarantees that the customer gets the best service at the lowest price. If you are in doubt about whether a certain practice violates the antitrust laws, consult the Legal Department.

Employees who have direct contact with Intracoastal Transportation, Inc customers and competitors, such as Sales and Marketing employees, should also familiarize themselves with Intracoastal Transportation, Inc’s Antitrust Compliance Guidelines

Business Use of Data and Software
As a general rule, all equipment, systems, services, and software belonging to Intracoastal Transportation, Inc are for business use only. However, Intracoastal Transportation, Inc makes an exception for incidental personal use (see below).

Intracoastal Transportation, Inc reserves the right to audit, access, and disclose all information and data (including electronic mail messages), stored on or in any Intracoastal Transportation, Inc equipment or furniture, for any purpose.

Any illegal or unauthorized use of Intracoastal Transportation, Inc equipment, systems, services, or software by an employee can subject the employee to disciplinary action, up to and including legal action and/or termination of employment.

Employees may not access Intracoastal Transportation, Inc data unless they have a Intracoastal Transportation, Inc business-related need to do so. Unauthorized
modification, destruction, use, or disclosure of such data is prohibited. Making, acquiring, or using unauthorized copies of any computer software is not permitted.

For purposes of this policy, “incidental personal use” includes, by way of example, typing a personal letter, making a local telephone call to a friend or family member, sending a personal email message, accessing the web, etc.; it does not include using Intracoastal Transportation, Inc equipment to operate a side business.

In any event, the primary use of Intracoastal Transportation, Inc equipment must be for Intracoastal Transportation, Inc business purposes, and incidental personal use must be legal, ethical, and appropriate and must not interfere with the conscientious performance of an employee’s Intracoastal Transportation, Inc duties.

Confidential Information
Employees must respect the complete confidentiality of Intracoastal Transportation, Inc's business information. Confidential business information is information:
• To which employees may have access in the course of their work;
• That is generally unavailable to the public; and
• That relates to Intracoastal Transportation, Inc, its customers, business partners, competitors, or others.

Employees may not use confidential business information to advance their personal interest through investment activities or in any other way.

This prohibition extends to the disclosure of such information to outsiders or to other employees whose duties do not require them to have the information. It also extends to the disclosure of such information to press representatives, financial analysts, or anyone who may stand to profit by such information.

Conflict of Interest
The term “conflict of interest” describes any circumstance that could cast doubt on an employee’s ability to act with total objectivity with regard to Intracoastal Transportation, Inc’s best interests.

Employees have a duty to avoid financial, business, or other relationships that might be opposed to the interests of Intracoastal Transportation, Inc or that might interfere with the proper performance of their duties, responsibilities, or loyalty to the Company.

Employees should conduct themselves in a manner that avoids even the appearance of conflict between their personal interests and those of Intracoastal Transportation, Inc.
An employee’s best course of action is to review specific situations with his or her manager. If there is any doubt as to whether there might be an actual or perceived conflict of interest, the employee and manager should consult with the Ethics Officer.
Conflict of interest situations arise in many ways, and it is not possible to list all of them. Here is a list of examples of situations that should be avoided or cleared in advance in writing by the Ethics Officer:
• Acting as a director, officer, employee or agent of an Intracoastal Transportation, Inc competitor, customer or supplier.
• Accepting gifts or favors from Intracoastal Transportation, Inc competitors, customers or suppliers in violation of Intracoastal Transportation, Inc’s Gifts and Entertainment Policy or other more restrictive department policy.
• Owning or acquiring any interest with a value that is significant to the employee in a company that is an Intracoastal Transportation, Inc competitor or supplier.
• Investing in an entity in which Intracoastal Transportation, Inc has (or is considering obtaining) a financial interest.
• Engaging in a personal business opportunity that is related to Intracoastal Transportation, Inc’s current or reasonably anticipated business (for example, , providing service and support, writing a book on an Intracoastal Transportation, Inc service, etc.).
• Purchasing materials or services on behalf of Intracoastal Transportation, Inc from a supplier in which the employee or the employee’s family member has a material financial interest.
• Representing Intracoastal Transportation, Inc in any transaction in which the employee has a personal financial interest.
• Disclosing or using an employee’s knowledge or information about Intracoastal Transportation, Inc for the personal profit or advantage of the employee or anyone else.
• Engaging in an outside business activity during regular business hours.
• Providing direct supervision of, or responsibility for, the performance evaluations, pay, or benefits of a family member.

An employee may not use a friend, family member, or other entity to circumvent this conflict of interest policy. Employees have an ongoing duty to disclose situations that might constitute the appearance of or an actual conflict of interest.

Corporate Disclosure
Intracoastal Transportation, Inc's policy is to make timely public disclosure of all information required by law, regulation, or sound business policy. For example, these disclosures include sales and earnings and developments of material importance to investors.

All such disclosures are made through specifically established channels approved by Intracoastal Transportation, Inc. Specific officers of Intracoastal Transportation, Inc have been authorized to discuss Intracoastal Transportation, Inc’s affairs with securities analysts, media representatives, government officials, and other outsiders. No one else is authorized to discuss Intracoastal Transportation, Inc affairs with such persons without prior approval.

Discrimination and Equal Employment
Intracoastal Transportation, Inc is an equal opportunity employer. Employees must not engage in illegal employment-related discrimination. This applies to all areas of employment including recruitment, hiring, training, promotion, compensation, benefits, and transfers.

Employees can contact a member of the Human Resources Department for details regarding Intracoastal Transportation, Inc's employment policies.

Drug-Free Workplace
Intracoastal Transportation, Inc's policy is to maintain a drug-free workplace. Accordingly, employees may not unlawfully manufacture, distribute, possess, use, or be under the influence of prohibited substances at any time on Intracoastal Transportation, Inc vessels or property, while on Intracoastal Transportation, Inc business, or while driving vehicles owned, rented, or leased by Intracoastal Transportation, Inc.
This policy applies to Intracoastal Transportation, Inc employees, contractors, and temporary employees working on Intracoastal Transportation, Inc premises.
Any employee, contractor, or temporary employee found to be in violation of this policy may be required to participate in a drug rehabilitation or treatment program. Intracoastal Transportation, Inc will impose penalties on any such employee, contractor, or temporary employee, including disciplinary action up to termination.

Any employee convicted of a drug violation must notify Human Resources within five days of the conviction. Intracoastal Transportation, Inc will periodically distribute information concerning drug education programs and other drug awareness materials.

Export Controls
Complying fully with U.S. and host country export controls is Intracoastal Transportation, Inc’s corporate policy. An export is defined in the Export Administration Regulations as “an actual shipment or transmission of items out of the United States.” The definition includes tangible and intangible transfers.

No employee or other person acting on behalf of Intracoastal Transportation, Inc or its worldwide subsidiaries may ship, mail, hand-carry, download, or in any other way export any Intracoastal Transportation, Inc product, service, or technology from the U.S. or host countries in which Intracoastal Transportation, Inc does business, unless
• The export may lawfully be made to the intended recipient in the intended country of destination;
• The export is authorized by the U.S. and/or other host country government; and
• The individual has obtained an export license review and approval by an appropriate person in Intracoastal Transportation, Inc's Finance department.
Exporting is a privilege. Non-compliance or deviation from Intracoastal Transportation, Inc's export control policy can subject Intracoastal Transportation, Inc, its subsidiaries, directors, officers, employees, and agents to severe criminal and civil penalties, including the complete denial of Intracoastal Transportation, Inc's export privileges.

All Intracoastal Transportation, Inc employees are responsible for obtaining and maintaining a working knowledge of the export control laws that apply to their duties. In furtherance of this policy, employees are required to participate in periodic export compliance workshops that Intracoastal Transportation, Inc sponsors through theHuman Resources or Finance Departments.
If you suspect or are aware of any violation or export control problem, call the Legal Department immediately.

Gifts and Entertainment
By receiving gifts or entertainment, an employee can create the impression that he or she favors a supplier for reasons of personal advantage rather than because of price, quality, or service. An employee who is directly involved in acquiring products or services from an outside vendor must use special care to avoid the existence—or even the appearance—of impropriety.

Intracoastal Transportation, Inc does not prohibit the receipt of gifts and entertainment Employees are expected to use good judgment and to accept gifts or entertainment only if all of the following apply:
• The gift or entertainment is of limited value (usually less than US $100) and in a form that it will not be construed as a bribe or payoff.
• Giving and accepting the gift or entertainment is consistent with accepted ethical customs and practices.
• Disclosure of the gift or entertainment to fellow employees would not embarrass the recipient employee or the Company.

Questions regarding the appropriateness of accepting a gift or offer of entertainment should be addressed to the Ethics Officer.

Political Contributions
Intracoastal Transportation, Inc will communicate to its executive and administrative personnel (vice president level and above), stockholders, and the families of both groups Intracoastal Transportation, Inc’s support for federal political candidates and ask Intracoastal Transportation, Inc executives to make voluntary personal contributions to Intracoastal Transportation, Inc-supported federal political candidates. Intracoastal Transportation, Inc will not facilitate collecting checks for those candidates.

Intracoastal Transportation, Inc can suggest to its executives who are potential contributors that they give a specific amount to a politician’s election campaign.

When making such a suggestion, Intracoastal Transportation, Inc will stipulate that this amount is only a suggestion; Intracoastal Transportation, Inc will not specify a minimum contribution, and Intracoastal Transportation, Inc will make it clear that the amount given, or the refusal to give, will not benefit or disadvantage the employee being solicited.
All communications should be viewed as a “one way” street. Intracoastal Transportation, Inc can state its position about support for a particular federal candidate as clearly as it can and as often as it cares to in written form.

But, when a verbal or written dialogue occurs between Intracoastal Transportation, Inc executives and other executives or administrative personnel or stockholders about why financial support for a particular candidate is important to the Company, Intracoastal Transportation, Inc can quickly leave the “safe harbor” and become involved in the illegal use of corporate facilities to facilitate contributions to federal candidates.

For example, nothing prohibits Intracoastal Transportation, Inc from discussing the reasons why it thinks a particular federal officeholder is right on the issues of concern to the Company, but questions about how much to give to that federal officeholder, why an executive should attend a fundraiser, or how to get other executives involved in attending or giving should be strictly prohibited.

Intracoastal Transportation, Inc will not keep a record of which employees give donations to political candidates or the amount of those donations, nor do employees have to report such contributions.

However, political candidates, are required to report the sources and amounts of the contributions they receive if in excess of $200 in a calendar year.

Intracoastal Transportation, Inc is permitted under federal election law to use corporate resources (e.g., email, letterhead, photocopying, secretarial assistance, legal services, etc.) to communicate information about the campaign event to its executive and administrative personnel, stockholders, and the families of both groups.

Costs of these types of activities are reportable by Intracoastal Transportation, Inc to the Federal Election Commission if over $2,000 in an election cycle.

However, Intracoastal Transportation, Inc cannot use corporate resources to communicate information about the event to employees who are not part of the “restricted group” listed above or to the general public.

Intracoastal Transportation, Inc can invite federal candidates to its facilities for a meeting with executive and administrative personnel, stockholders, and the families of each. At that meeting, Intracoastal Transportation, Inc can endorse the candidate and tell the audience why the candidate’s election is important to Intracoastal Transportation, Inc.
The candidate can request campaign contributions as part of his or her remarks and can pass out contribution envelopes. The candidate or candidate’s representative can collect those contributions at the meeting.

Intracoastal Transportation, Inc cannot collect contributions for the candidate. Executive and administrative personnel, stockholders, and the families of each, who make personal contributions must send those contributions directly to the candidate using their own postage.

These contributions should not be sent on Intracoastal Transportation, Inc letterhead since they are personal, not corporate. Nor should they involve any Intracoastal Transportation, Inc administrative support, such as typing letters, buying stamps, etc.
Intracoastal Transportation, Inc can sponsor a federal candidate event at its facility for all Intracoastal Transportation, Inc employees; however, Intracoastal Transportation, Inc cannot endorse the candidate and must permit any other federal candidate running for the same office to address all employees, if the candidate so requests.

Interpretation, Investigation, and Disciplinary Action
The ethics, principles, and standards in this Code are necessarily general in nature. From time to time, questions will arise as to whether a particular course of conduct violates the Code.

Employees are encouraged to discuss these questions openly with their managers and HR managers. The Legal Department is available to help employees evaluate a particular course of conduct or understand a particular law, regulation, or policy.

The preferred approach for reporting Code violations is for an employee to talk to his or her manager. If the issue is not resolved within the management chain, the employee may report the violation to the local HR manager.

If an employee does not feel comfortable discussing the matter on a local level or requires additional guidance, he or she should contact the Ethics Officer, General Counsel, Chief Financial Officer, Senior Vice President of Human Resources, Associate General Counsel for Employment, Director of Security, or call the confidential Intracoastal Transportation, Inc Ethics Line. Contact information for these individuals is provided below.

Reporting known or suspected violations is a sensitive issue. However, employees must recognize that violations of the Code damage Intracoastal Transportation, Inc by creating an unnecessary risk of criminal prosecution or of civil liability and by tarnishing the Company's good reputation.

This can have a profoundly adverse effect on the livelihood of all employees. Therefore, employees should report all questionable conduct or violations of the Code.

Under no circumstances will any employee be subject to disciplinary or retaliatory action solely as a result of making a good-faith report of a violation or potential violation.

To the extent possible, the Company will preserve the confidentiality of communications regarding possible violations.

The Company will promptly investigate all reports of actual or suspected noncompliance with the Code. If a violation has occurred, Intracoastal Transportation, Inc will take appropriate action.

This action may include, depending upon the seriousness of the violation, counseling, a warning, discharge from employment, requirement to reimburse Intracoastal Transportation, Inc for loss or damage caused by the violation, a report to an appropriate government agency or official, or referral of the matter for criminal prosecution.
Intracoastal Transportation, Inc will require employees to certify periodically that they have fulfilled each of their responsibilities under the Code. Failure to fulfill any of these responsibilities—including failure to report a known or suspected violation—can result in disciplinary action up to and including termination.

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