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PURPOSE
To establish the Standards of Business Ethics and Code of Ethics Policy advising directors, officers and employees of their obligation to conduct themselves and their business affairs in accordance with the highest standards of business ethics.

SCOPE
This Standards of Business Ethics and Code of Ethics Policy applies to all RF Monolithics, Inc. directors, officers and employees, which includes regular, part-time, temporary and contract employees, even if working outside the United States. All employees, officers and directors will be collectively referred to as “employees” throughout this policy, unless otherwise noted. RF Monolithics, Inc. will be referred to as “RFM” or the “Company”, unless otherwise noted.

POLICY

The affairs of the Company must at all times be conducted in accordance with the highest standards of business ethics and in compliance with all applicable laws so that the Company can establish and maintain a reputation for integrity and fair dealing. A high standard of ethical business conduct is the personal responsibility of each employee. All employees must be fair and honest in their dealings with customers, vendors, co-workers, contractors, shareholders and the general public. All persons are to be treated with dignity and respect, and unlawful harassment of or discrimination against RFM employees will not be tolerated. Employees should perform their duties faithfully, fairly, courteously, to the best of their abilities, and with undivided business loyalty. Conflicts of interest and the appearance of impropriety should be avoided. Employees must never use their position with the Company, or the assets of the Company, for personal profit or advantage or in a fashion contrary to the interests of the Company. Employees should respect and protect all Company property, including its intellectual property and confidential business information. Employees should refrain from violating the intellectual property rights of others and should protect the intellectual property and confidential business information of other companies with which they are entrusted in the course of employment with RFM.

Within a business context, managers must be aware of, and accountable for, the ethical behavior of their subordinates. Managers are accountable for ensuring that their employees are aware of, understand, and operate within the Standards of Business Ethics and Code of Ethics Policy.

Finally, employees should report any unlawful harassment or other violation of this Standards of Business Ethics and Code of Ethics Policy that they, in good faith, believe has occurred.

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GUIDELINES

Certain areas require more specific guidelines, which are set forth below (“Guidelines”). They are designed to assist employees in applying RFM’s Standards of Business Ethics and Code of Ethics Policy, but they do not limit the requirement of integrity and fair dealing in all Company business affairs. All employees while conducting business domestically and internationally, regardless of any “custom” or “industry practice” to the contrary should follow them. The letter, as well as the spirit, of the Standards of Business Ethics and Code of Ethics Policy, Guidelines, and any applicable laws should be followed at all times.

Conflicts of Interest: Employees should avoid all situations, and not engage in transactions, in which their personal interests may conflict with the interests RFM. Conflicts of interest arise when an individual’s position or responsibilities with RFM present an opportunity for personal gain apart from the normal rewards of employment. They also arise when an employee’s personal interests are inconsistent with those of RFM and create conflicting loyalties. Such conflicting loyalties may cause an employee to compromise his or her principles and/or responsibilities to RFM for personal gain.

Competitive Practices: RFM is strongly committed to strengthening the free enterprise system and believes that fair competition is fundamental to the continuation of this system. RFM will not enter into arrangements that restrict its ability to compete with other businesses, or the ability of any other business organization to compete with RFM. No employee may enter into, or even discuss, any arrangement or understanding with any third party that restricts RFM’s pricing policies, terms upon which its products and services may be sold to others, or the number and type of products manufactured or sold, or that might in any way be construed as fixing prices or dividing customers or sales territories with competitors. Excepted from this paragraph are arrangements approved by the chief executive officer or chief financial officer, who shall confirm with outside counsel the legality thereof.

Dealings with Suppliers: RFM is a valuable customer for many suppliers. Those who want to do business with RFM must understand that all purchases by RFM will be made exclusively on the basis of price, quality, service and suitability to RFM’s needs. Employees may accept unsolicited non-money gifts, provided they are items of nominal intrinsic value or advertising or promotional materials clearly marked with company or brand names. From time to time, employees may accept unsolicited â entertainment if the entertainment occurs infrequently, involves reasonable, not lavish expenditures, and takes place in settings that are appropriate and fitting to employees and their hosts. Employee should exercise good judgment in deciding whether or not to accept unsolicited gifts or entertainment, keeping in mind the totality of the circumstances and the overriding goal of avoiding even the appearance of impropriety. RFM’s Human Resources should be consulted where gifts and/or entertainment that might conflict with these guidelines are offered to an employee by an individual or company with whom RFM conducts (or could conduct) business. Dealings with Customers and Potential Customers: Employees should deal with customers and potential customers honestly and fairly. Bribes, kickbacks, under-thetable payments, or other similar improper favors to customers or their representatives is prohibited.

Dealings with Agents, Representatives, and Consultants: All employees involved in the selection and retention of foreign sales and marketing agents, representatives, and consultants (collectively referred to as “Agents”) should familiarize themselves with, and abide by, the Foreign Corrupt Practices Act. In general, all prospective Agents should be properly screened before being retained. All agreements with Agents must be in writing and must clearly and accurately describe the services to be performed for RFM and the amount or rate of commissions or fees to be paid by RFM. Any compensation paid to Agents must be reasonable and customary for the work performed.

Dealings with Public Officials: Laws and regulations require RFM employees to be in contact with public officials on a wide variety of matters. Employees who make these contacts have a special responsibility to uphold RFM’s reputation and the law. Employees who contact public officials on behalf of RFM should understand lobbying laws and public disclosure requirements. Federal laws and the laws of many states prohibit the giving of gifts or anything of value (including meals and entertainment) to federal, state, and local government employees in connection with a business transaction. This prohibition may even apply where there is no intent by the giver to influence the government employee in his or her official actions or decisions. In addition, RFM employees who have contact with foreign public officials and/or participate in the international sales transactions involving RFM must be especially careful to comply with the Foreign Corrupt Practices Act and its foreign law counterparts. Such employees should thoroughly familiarize themselves with the requirements of the Foreign Corrupt Practices Act and any other applicable foreign law(s). Therefore, no RFM employee shall make or offer to make any form of payment, direct or indirect, to any U.S. or foreign public official in furtherance of RFM’s business, regardless of any local custom or practice condoning or encouraging such payments.

Political Activities and Contributions: Federal laws and the laws of most states prohibit a corporation from contributing to a political campaign or political party. Improper corporate contributions could take the form of use of corporate facilities, as well as cash. Employees who participate in partisan political activities must never imply that they speak or act for RFM. No corporate action will be allowed, direct or indirect, that infringes on the right of each RFM employee individually to decide whether, to whom, and in what amount, he or she will make personal political contributions. The same is true of volunteer political donations or personal service.

Integrity of Records and Financial Reports: The integrity of RFM’s record keeping and reporting systems must be preserved at all times. RFM’s business records must always be prepared accurately and reliably, and reflect the financial transactions of RFM in order to properly manage our business and report the financial results of RFM’s operations. No entry will be made on RFM’s books and records that intentionally hides or disguises the true nature of any transaction. There is no excuse for a deliberately false or misleading report or record. Employees are forbidden to use, authorize, or condone the use of “off-the-books” bookkeeping, secret accounts, unrecorded bank accounts, “slush” funds, falsified books, or any other devices that could be utilized to distort records or reports of RFM’s true operating results and financial condition.

Proprietary Information: Much information developed by RFM is proprietary, intended solely for company purposes. Such information is a valuable business asset that must be protected. RFM proprietary information includes, among other things, all or any part of any scientific, technical, or business information, design, process, procedure, formula, or improvement; any future plans (including, but not limited to, business and marketing plans); customer lists; organization charts, market studies; cost and price studies; or similar business information that is confidential and of value. It also includes information about RFM employees, customers, suppliers, policies, procedures, and other information not made available by RFM to the general public. Employees with knowledge of RFM proprietary information must not use or disclose such proprietary information, either during or after employment, except for RFM’s benefit and to those authorized and confidentially bound to RFM. In addition, employees should protect RFM’s proprietary information against inadvertent disclosures or other unauthorized access by handling such information with care.

Privacy of Customer Information: Privacy of customer communications is important to RFM’s business and is a requirement of the law. Each employee has a responsibility to guard against improper and/or unlawful tampering and intrusion by others. Unless authorized or required by law, employees shall not intercept or listen to wire or radio communications of RFM customers, or their customers, and shall not use, for the employee’s or RFM’s benefit or the benefit of others, information from any such communication.

Company Property and Information Services: Protection of RFM property (including physical assets, intellectual property, and information systems) is vital to our business. RFM property should not be used for personal benefit or any other improper purpose. RFM property should not be sold, loaned, given away, or otherwise disposed of, regardless of condition or value, except with proper authorization. Employees should also familiarize themselves with, and abide by, RFM’s policies relating to the appropriate use and protection of the Company’s information systems and services, including, but not necessarily limited to, RFM’s computer systems, networks, intranet, electronic mail services, and internet access.

Discrimination and Harassment: RFM is committed to maintaining a workplace that is free from unlawful harassment and discrimination. To that end, RFM employees should treat each other with dignity, courtesy, fairness, and respect.

International Trade Regulations: RFM’s economic future is dependent on its continuing ability to buy and sell goods and services across international borders. The Company is subject to various laws and regulations governing imports, exports, reexports, and “deemed” exports (transfer of technology). A number of U.S. government agencies set forth and enforce these laws and regulations, including but not limited to the Depart of Commerce, State, Defense and Energy, U.S. Customs, the Office of Foreign Assets Control, the Federal Communications Commission, and the Food and Drug Administration. U.S. import and export laws and regulations are numerous, broad and complex. Some focus on the requirements and procedures for importing or exporting goods, services or technology. Others prohibit or strictly limit trade with various foreign countries or organizations (and persons and entities from such countries/organizations). In addition, RFM as a matter of policy may refrain from doing business with certain countries. Import and export laws and regulations impose severe penalties for non-compliance, including delays and confiscation of shipments, loss of import or export privileges, civil and criminal fines, and imprisonment. It is each employee’s responsibility to understand any import or export control requirements related to his or her work, and to ensure that all RFM imports and exports are made incompliance with these requirements.

Use of Agents and Non-employees: Employees shall not use agents or others to circumvent the law, or to engage in practices that run contrary to this Standards of Business Ethics and Code of Ethics Policy.

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CODE OF ETHICS

The Code of Ethics embodies principles to which RFM employees are expected to adhere and advocate. These tenets for ethical business conduct encompass rules regarding both individual and peer responsibilities, as well as responsibilities to RFM employees, the public and other stakeholders.

RFM employees are expected to abide by this Code of Ethics as well as all applicable RFM business conduct standards and policies or guidelines in RFM’s employee handbook relating to areas covered by this Code of Ethics. Any violations of this Code of Ethics may result in disciplinary action, up to and including termination of employment. All employees will:

Act with honesty and integrity, avoiding actual or apparent conflicts of interest in their personal and professional relationships.

Provide stakeholders with information that is accurate, complete, objective, fair, relevant, timely and understandable, including in our filings with and other submissions to the U.S. Securities and Exchange Commission.

Comply with rules and regulations of federal, state, provincial and local governments, and other appropriate private and public regulatory agencies.

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

Respect the confidentiality of information acquired in the course of one’s work except when authorized or otherwise legally obligated to disclose.

Confidential information acquired in the course of one’s work will not be used for personal advantage.

Share knowledge and maintain professional skills important and relevant to stakeholders’ needs.

Proactively promote and be an example of ethical behavior as a responsible partner among peers, in the work environment and the community.

Achieve responsible use, control, and stewardship over all RFM assets and resources that are employed or entrusted to us.

Not unduly or fraudulently influence, coerce, manipulate, or mislead any authorized audit or interfere with any auditor engaged in the performance of an internal or independent audit of RFM’s financial statements or accounting books and records.

If you are aware of any suspected or known violations of this Code of Ethics or other RFM policies or guidelines, you have a duty to promptly report such concerns either to your manager, another responsible member of management, or a Human Resources representative. The procedures to be followed for such a report are outlined in the Grievance & Problem Resolution Policy. If you have a concern about a questionable accounting or auditing matter and wish to submit the concern confidentially or anonymously, you may do so by calling RFM’s General Counsel, Steve Morton, at the General Counsel’s confidential Hotline (972) 448-3773. Your concerns will be forwarded to the Audit Committee Chairman of RFM’s Board of Directors for review and resolution. RFM will handle all inquiries discretely and make every effort to maintain, within the limits allowed by law, the confidentiality of anyone requesting guidance or reporting questionable behavior and/or a compliance concern.

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PROCEDURES AND RESPONSIBILITIES

Employees will receive this Standards of Business Ethics and Code of Ethics Policy and will either be asked to sign an Acknowledgement indicating that they have read, understand and agree to work within the Standards of Business Ethics and Code of Ethics Policy or to submit an electronic Acknowledgement.

Employees’ Responsibilities. Each RFM employee should:

1. Maintain a high standard of ethical business conduct.
2. Become thoroughly familiar with the Standards of Business Ethics and Code of Ethics Policy and comply with it.
3. Resolve any doubts or questions about the Standards of Business Ethics and Code of Ethics Policy with his or her manager or Human Resources.
4. Inform his or her manager of any existing holdings or activities that might be, or may appear to be, at variance with the Standards of Business Ethics and Code of Ethics Policy.
5. Upon request or his or her manager, prepare a written disclosure of any holdings or activities that might violate the Standards of Business Ethics and Code of Ethics Policy.
6. Upon request of his or her manager, correct any variance with the Standards of Business Ethics and Code of Ethics Policy to bring holdings and activities to full compliance.
7. Sign the Acknowledgement or submit it electronically, as appropriate. The Acknowledgement will become a part of the employee’s permanent record.

Managers’ Responsibilities. Each RFM Manager should:

1. Develop an awareness on the part of his or her employees of the existence of, and importance of adhering to, the Standards of Business Ethics and
2. Take all reasonable actions to ensure that his or her employees understand and operate within the Standards of Business Ethics and Code of Ethics Policy.
3. Ensure that each of his or her employees signs or electronically submits the Acknowledgement, as described above.

Maintaining Compliance. Employees may periodically be asked to acknowledge, in writing, their understanding of the Standards of Business Ethics and Code of Ethics Policy and their compliance with them. Additionally, on an annual basis, certain key employees will be required to acknowledge their understanding of and compliance with respect to activities involving sensitive corporate transactions in which conflicts of interest may exist.

Audit of Compliance. Regular audits of RFM may include procedures to test compliance with this Standards of Business Ethics and Code of Ethics Policy. In addition, RFM’s Chief Executive Officer, Chief Financial Officer or the Board of Directors may order special audits.

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VIOLATIONS

Employees should immediately report any suspected violation of this Standards of Business Ethics and Code of Ethics Policy to their managers and/or RFM Human Resources. Managers should promptly report all reported or suspected violations to RFM’s Human Resources. Confidentiality will be maintained to the extent reasonably possible. Each report will be thoroughly investigated. If a violation is discovered, appropriate, prompt, and corrective action, up to and including termination of employment, will be taken. In addition, violations of some standards may require restitution and/or may lead to civil or criminal legal action. It is RFM’s intention that this Standards of Business Ethics and Code of Ethics Policy be its written code of ethics under Section 406 of the Sarbanes-Oxley Act of 2002 complying with the standards set forth in Securities and Exchange Commission Regulation S-K Item 406.

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CONTINUANCE OF EXISTING PERSONNEL POLICIES, RULES, AND PERFORMANCE STANDARDS

RFM has adopted personnel policies and procedures that continue in force. This Standards of Business Ethics and Code of Ethics Policy is intended to supplement and amplify those established personnel policies and procedures, but is not intended to alter the at-will employment relationship between RFM and its employees or create an employment contract between RFM and its employees.

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UPDATING

RFM will periodically review these Standards and make any appropriate additions or changes. Employees will be given notice of all changes to this Standards of Business Ethics and Code of Ethics Policy.

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APPROVALS

__/s/ David M. Kirk_____________ _April 19, 2005____________
President/CEO Date

_/s/ Harley E Barnes III__________ _April 1, 2005_____________
Chief Financial Officer Date

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