This Code of Business Conduct and Ethics covers a wide range of business practices and procedures and serves as a guide to ethical decision-making. Cenveo is committed to uncompromising integrity in all that we do and how we relate to each other and to persons outside of the corporate family.

You are responsible for knowing the policies and rules of conduct listed in this Code. This Code does not cover every issue that may arise, but it sets out basic policies to guide all directors and employees of Cenveo in their business conduct and ethical decision-making. In particular, this Code covers policies designed to deter wrongdoing and to promote (1) honest and ethical conduct, (2) avoidance of conflicts of interests, (3) full, fair, accurate, timely, and understandable disclosure, and (4) compliance with applicable governmental laws, rules and regulations. All< directors, officers and employees must conduct themselves in accordance with these policies and seek to avoid even the appearance of improper behavior. The Corporation's agents and representatives, including consultants, should also be provided with a copy of this Code. If you have any questions about the application of a policy or rule, you should discuss them with your supervisor, your manager or anyone in Human Resources. You can also use the "open door"< policy as outlined in this handbook if you have problems or concerns.

Each director and employee will be held accountable for his/her adherence to this Code. Those who violate the policies in this Code will be subject to disciplinary action, up to and including discharge from employment and, where appropriate, civil liability and criminal prosecution. If you are in a situation that you believe may violate or lead to a violation of this Code, you must report the situation as described below.

Violations of rules may result in disciplinary action up to, and including, discharge from employment.

Corporate Ethics
Cenveo strives to maintain high standards of ethical conduct in all of its business activities. If you have any questions concerning ethical conduct please see your supervisor or Human Resources Representatives. As representatives of Cenveo, all Cenveo employees and directors must follow these principles in their work activities:

• Safety. Employees must conduct their work in a manner that protects their own safety, as well as the safety of others. Employees must strive to provide a safe work environment for those around them.
• Integrity.Employees and directors must act with integrity in their business interactions. No employee or director should be subject to, or even appear to be subject to, influences orelationships that conflict with the best interests of Cenveo.
• Compliance with laws. Employees and directors must always act in compliance with both the letter and spirit of all laws and regulations.
• Respect. Employees and directors must respect each person with whom they interact and be courteous and considerate.
• Compliance with customer's and vendor's ethics policies. Each employee must be careful to respect and comply with the ethics policies of any Cenveo customer or vendor with whom the employee interacts.

Conflicts Of Interest
All directors and employees of Cenveo must avoid any business, financial or other relationships where personal interests conflict or appear to conflict with the interests of Cenveo and its shareholders. A conflict of interest occurs if an individual's private interest interferes in any way - or even reasonably appears to interfere - with the interests of Cenveo and its shareholders. A conflict situation can arise when an employee takes actions or has interests that may make it difficult to perform his or her work for Cenveo objectively and efficiently. A conflict situation may also arise when an employee or a member of his or her family, receives improper personal benefits as a result of his or her position with Cenveo. Employees and members of their households shall not accept gifts, entertainment, employment of family or household members,lodging or transportation, or other favors, that could influence or appear to influence jo performance or that could place Cenveo under an obligation to a deal with a party.

Directors and employees, and members of their immediate families, may not have personal financial interests in firms engaged in business with Cenveo or its subsidiaries without prior approval of the Board of Directors, as to Directors and Executive Officers of Cenveo, Inc., and the Corporate Legal Department as to all other employees. "Personal financial interest" means (a) owning or controlling more than one percent (1%) of a corporation's outstanding securities or similar financial interest in an enterprise not considered a corporation; (b) being a consultant, officer or director of an enterprise or being an employee in, or having a member of your immediate family in a position to influence the actions of, an enterprise that does business or competes with Cenveo. In addition, any Director or employee who is an officer or executive officer must report to the Corporate Legal Department any direct investment in a firm engaged in business with Cenveo or its subsidiaries, regardless of the size of such investment. Instances of conflict of interest (without the appropriate approval) would include, but not be limited to, the following:

• Accepting any gift, entertainment, loan, service, money or favor of more than nominal value (generally $100.00) from a competitor of Cenveo or a vendor or other company that wants to do business with Cenveo.
• Performing services, acting as a consultant to, or having a material or personal financial interest in a competitor of or vendor to Cenveo or a company that wants to do business with Cenveo.
• Purchasing or leasing goods or equipment on behalf of Cenveo from a relative or a company in which the employee or his or her relative has a material or personal financial interest. Purchasing or leasing goods on any basis other than price, quality and service.
• Taking for oneself opportunities that are discovered through the use of Cenveo property, information or position.
• Using Cenveo property, information or position for personal gain.
• Competing with Cenveo in products, properties or services sold, purchased or leased by Cenveo.
• Buying or selling securities of Cenveo, on the basis of material non-public information.

If you have a potential conflict of interest or if you are not certain whether a situation may pose a conflict of interest, report it to your general manager, an officer of Cenveo, or the Human Resources Department.

Outside Employment
All full-time employees should recognize Cenveo as their primary employer. While some employees may want or need gainful employment other than their full-time work with Cenveo, outside employment cannot compromise your ability to perform your job satisfactorily.

Employees who accept outside employment should keep in mind that they may not engage in non-Cenveo work activities during their Cenveo working hours or while on any form of approved leave of absence. Also, outside employment activities that constitute any form of competition or conflict of interest with, or that might bring disrepute to, Cenveo are prohibited. Any outside employment that conflicts with or is related to the performance of duties with Cenveo is prohibited. Further, use of Cenveo tools or equipment for outside employment activities is prohibited.

Recording And Reporting
Cenveo requires honest and accurate recording and reporting of information in order to make responsible business decisions. For example, only the true and actual number of hours worked should be reported. Many employees regularly use business expense accounts, which must be documented and recorded accurately. All of Cenveo's books, records, accounts and financial statements must be maintained in accordance with company policies, and in proper detail, must appropriately reflect Cenveo's transactions and must conform both to applicable legal and accounting requirements and to Cenveo's system of internal controls.

Business records and communications often become public, and we should avoid exaggeration, derogatory remarks, guesswork, or inappropriate characterizations of people and companies that can be misunderstood. This applies equally to e-mail, internal memos, and formal reports.

Confidential And Proprietary Information
Employees and directors are prohibited from using, publishing or otherwise disclosing to others, either during or subsequent to their tenure with Cenveo, any confidential or proprietary information of Cenveo or its customers and suppliers. Confidential and proprietary information includes, but is not limited to, trade, technical or technological secrets; customer lists, price lists and employee lists; details of organization or business affairs; computer hardware configurations and software designs and programs; business strategies, records or financial information; equipment configurations; competitive advantages and disadvantages and the like; or other proprietary or other information relating to Cenveo's business and products. Stated generally, confidential and proprietary information includes all non-public information that might be of use to competitors or be harmful to Cenveo or its customers or suppliers if disclosed.

Such information is considered confidential and proprietary, whether in writing, on a computer disk or drive or otherwise stored electronically, whether standing alone or expressed in an analyses, compilations, studies or other documents prepared by or on behalf of Cenveo.

Upon termination of employment or directorship with Cenveo, employees and directors must promptly deliver to a Cenveo representative all documents and other records, which relate to the business activities of Cenveo, including any copies thereof.

Employees and directors of Cenveo are also prohibited from disclosing or misusing (while with Cenveo) any confidential or proprietary information belonging to others, including customers, suppliers, and/or prior employers.

Fair Dealing
Each employee and director should endeavor to deal fairly with Cenveo's customers, suppliers, competitors, investors and other employees. No one should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair dealing.

Protection And Proper Use Of Company Assets
All employees and directors should protect Cenveo's assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on Cenveo's profitability. All Cenveo assets should be used for legitimate business purposes only.

Compliance With Laws, Rules And Regulations
All employees and directors should comply with all laws and regulations. There are laws and regulations governing workplace safety, waste disposal, how employees treat other employees, trading of Cenveo stock, printing of copyrighted materials, public disclosure of material events and circumstances, and many other everyday matters. If a law conflicts with a company policy, including one in this Code, you must comply with the law; however, if a local custom or policy conflicts with this Code, you must comply with this Code. If an employee is in doubt about the appropriate course of action in a particular situation, the employee should refer to the applicable sections of the Employee Handbook, check with his or her supervisor or manager, or contact the Ethics Hotline described below.

Reporting Misconduct
Cenveo has secured the services of a third party administrator, MySafeWorkPlace to ensure confidential reporting. If any employee, vendor or stakeholder becomes aware that Cenveo or any of its employees or directors is engaged in any violations of laws, rules, regulations or this Code of Business Conduct and Ethics, the employee, vendor or stakeholder should contact MySafeWorkPlace. To make a report, logon to www.MySafeWorkPlace.com or call (800) 513- 4056. [The website or phone line will allow you to record a detailed report specifying your concerns. An employee, vendor or stakeholder may also contact MySafeWorkPlace if he or she becomes aware of any questionable accounting or auditing practice engaged in by Cenveo or any of its employees. Reports to MySafeWorkPlace may be anonymous; however, we would prefer you identify yourself to facilitate our investigation of any report. Employees, vendors or stakeholders may also call the Audit Committee chair directly if warranted by the gravity of the situation. In any case, neither Cenveo nor any of its employees shall take retaliatory action against an employee for making a good faith report . Indeed, any employees, officers or directors who engage in retaliation are subject to discipline, up to and including termination, and in appropriate cases, civil and/or criminal liability.

If you suspect unethical behavior, do the right thing - report it. If you report something because you're trying to do the right thing, even if you're mistaken, you'll be protected from retaliation.

Insider Trading
Officers, executive officers, directors and others in sensitive positions shall also carefully review and abide by the Statement of Corporate Policy Regarding Securities Trading and Handling of Nonpublic Information, attached to this Code of Business Conduct and Ethics as Addendum A and incorporated herein by reference.

It is Cenveo's policy to comply fully and to assist its directors, officers and other employees in complying fully with securities laws applicable to transactions in Cenveo securities. In this regard, Cenveo depends upon the conduct and diligence of the directors, officers, other employees of Cenveo, in both their professional and personal capacities, to ensure full compliance with this policy. Each such person has a personal obligation and responsibility to act in a manner consistent with Cenveo's policy regarding compliance with the insider trading provisions of the federal securities laws. In light of the foregoing, it is Cenveo's policy that:

• No director, officer or other employee of Cenveo may buy or sell any security issued by Cenveo, or any option or similar right to buy or sell such a security,on the basis of material nonpublic information regarding Cenveo.
• Every director, officer and other employee of Cenveo shall maintain the confidentiality of material nonpublic information regarding Cenveo that he or she may possess and shall not give advice or make recommendations regarding investments in Cenveo.
• No director, officer, or other employee of Cenveo shall permit persons under his or her supervision to act inconsistently with this policy.
• No director, officer or other employee, nor any affiliate of any such person, may, on the basis of material nonpublic information about another company that such person received in the course of performing his or her duties on behalf of Cenveo, trade in the securities of such other company or disclose such information to any other person. No director, officer or other employee, nor any affiliate of any such person, may, on the basis of material nonpublic information about another company that such person received in the course of performing his or her duties on behalf of Cenveo, trade in the securities of such other company or disclose such information to any other person.

Loans to Directors, Executive Officers and Officers
Directors and executive officers shall not receive any loan or extension of credit in the form of a personal loan from Cenveo or any of its subsidiaries. If any director or executive officer has a personal loan from Cenveo or any of its subsidiaries, such director or executive officer shall promptly repay the loan. This policy shall not apply to loans in existence as of July 30, 2002, provided that such loans shall not be materially modified.

Officers (other than executive officers) shall not receive any loan or extension of credit in the form of a personal loan from Cenveo or any of its subsidiaries without the prior written consent of Cenveo's Chief Executive Officer.

These policies prohibit, among others, housing loans, signing bonuses with obligations to repay if certain conditions are not met, loans to acquire Cenveo stock, split-dollar life insurance, cashless exercise of stock options and loans for margin calls.

These policies do not prohibit good-faith advances of corporate expenses, such as travel expenses. However, any director, executive officer or officer who receives such an advance must repay it promptly, and in any case within 30 days.

Charitable Contributions By Directors, Executive Officers And Officers
No officer shall cause or request Cenveo to make any contribution to any charitable organization for which such officer (or any member of his or her household or immediate family) serves as a director, trustee or in a similar capacity, without the prior written consent of two executive officers. No executive officer shall cause or request Cenveo to make any contribution to any charitable organization for which such executive officer (or any member of his or her household or immediate family) serves as a director, trustee or in a similar capacity, without the prior written consent of the Governance and Nominating Committee of the Board of Directors,provided, however, the CEO of the Company may cause the Company to make contributions in cash or in kind with products and services having a value not in excess of $25,000 annually without approval upon notice to the Chair of the Governance and Nominating Committee. No non-management director shall cause or request Cenveo to make any contribution to any charitable organization for which such executive officer (or any member of his or her household or immediate family) serves as a director, trustee or in a similar capacity, without the prior recorded consent of the Board of Directors, provided, however, each director may, upon notice to the CEO of the Company, cause the Company to make in kind contributions having a value not in excess of $5,000 annually without approval of the Board.

Code Of Ethics For CEO And Senior Financial Officers
In addition to the other sections of this Code of Business Conduct and Ethics, Cenveo's Chief Executive Officer, Chief Financial Officer, Vice President-Treasury and Tax, Vice President- Controller and Vice President-General Auditor, as well as each operating segment's Chief Executive Officer, Chief Financial Officer and Controller, and such other officers as Cenveo's Chief Financial Officer shall designate (collectively, "financial professionals"), are subject to the following rules regarding their conduct and ethics:

Financial professionals shall uphold, as applicable, all standards and ethics of institutions that professionally certify their achievements, including the AICPA, NAA, IMA, IIA, and any others that may apply. In addition, all Cenveo financial professionals are to adhere to the following standards of conduct:

1. Act with honesty and integrity, avoiding actual or apparent conflicts of interest in personal and professional relationships. Avoidance of conflicts of interest includes disclosure to the Audit Committee of Cenveo's Board of Directors of any material transaction or relationship that reasonably could be expected to give rise to an actual or apparent conflict.
2. Do his or her part to ensure full, fair, accurate, timely and understandable disclosure in reports and documents submitted to the Securities and Exchange Commission and in all other public communications.
3. Comply with all applicable laws, rules and regulations of federal, sate, provincial and local governments, and other appropriate private and public regulatory agencies.
4. Act in good faith, responsibly, with due care, competence and diligence, without misrepresenting facts or allowing independent judgment to be subordinated.
5. Protect the confidentiality of information acquired in the course of work except when disclosure is duly authorized by the Board of Directors or an executive officer of Cenveo, as appropriate, or otherwise legally obligated to disclose the information. Confidential information acquired in the course of work is not to be used for personal advantage, or in any manner contrary to law or to the detriment of Cenveo.
6. Proactively promote ethical behavior as a responsible person among peers, superiors and subordinates in the work environment.
7. Achieve responsible use of and control over all assets and resources employed or entrusted to the financial professional or those within his or her purview.
8. Share knowledge, maintain skills and improve proficiency in areas important to quality of service and relevant to constituents' needs.
9. Accept personal accountability for adherence to this Code of Ethics for CEO and Senior Financial Officers, and report any violations of the same to the Audit Committee of the Cenveo Board of Directors.
   1. As applicable, carefully review drafts of reports and documents Cenveo is required to file with the SEC before they are filed and Cenveo press releases or other public communications before they are released to the public, with particular focus on disclosures each such officer does not understand or agree with and on information known to the senior officer that is not reflected in the report, document, press release or public communication.
   2. Meet with the Disclosure Committee, other members of senior management, accounting staff and others involved in the disclosure process to discuss their> comments on the draft report, document, press release or public communication.
   3. Establish and maintain disclosure controls and procedures that ensure that material information is included in each report, document, press release or public communication in a timely fashion.
   4. Consult with the Audit Committee on a regular basis to determine whether they have identified any weaknesses or concerns with respect to internal controls.
   5. When relevant, confirm that neither Cenveo's internal auditors nor its outside accountants are aware of any material misstatements or omissions in the draft report or document, or have any concerns about the "Management's Discussion and Analysis of Financial Condition" section of a report or document.
   6. Bring to the attention of the Audit Committee matters that you feel could compromise the integrity of Cenveo's financial reports, disagreements on accounting matters and violations of any part of this Code.

Violations of the Code of Ethics for CEO and Senior Financial Officers will result in immediate disciplinary action up to and including immediate discharge from employment the first time they occur. The Code of Conduct for Senior Financial Officers shall be published annually in Cenveo, Inc.'s Annual Report to Shareholders.

Waivers For Executive Officers Or Directors
No provision of this Code of Business Conduct and Ethics may be waived for any executive officer or director of Cenveo unless the waiver is granted by Cenveo's Board of Directors and promptly disclosed to Cenveo's shareholders as may be required by applicable law, regulation or rules of the New York Stock Exchange.