**ADMAX      RESOURCES INC.**

**CODE      OF ETHICS**

|   | 1.  | Statement                of Policy                                          |
|--------|-----|-----------------------------------------------------------------------------|
|   | 2.  | Implementation                and Enforcement                               |
|   | 3.  | Relations                with Competitors and Other Third Parties           |
|   | 4.  | Insider                Trading, Securities Compliance and Public Statements |
|   | 5.  | Financial                Reporting                                          |
|   | 6.  | Human                Resources                                              |
|   | 7.  | Environmental,                Health and Safety                             |
|   | 8.  | Conflicts                of Interest                                        |
|   | 9.  | International                Trade                                          |
|   | 10. | Government                Relations                                         |
|   | 11. | Contractors,                Consultants, and Temporary Workers              |
|   | 12. | Conclusion                                                                  |

| **1.** | **STATEMENT                OF POLICY**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   | The                Company has adopted eight Corporate Values (Focus, Respect, Excellence,                Accountability, Teamwork, Integrity, Very Open Communications and                Enjoying                Our Work) to provide a framework for all employees in conducting                ourselves                in our jobs. These policies are not intended to substitute for those                Values, but will serve as guidelines in helping you to conduct the                Company's business in accordance with our Values. Compliance requires                meeting the spirit, as well as the literal meaning, of the law, the                policies and the Values. It is expected that you will use common                sense,                good judgment, high ethical standards and integrity in all your business                dealings. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   | If                you encounter a situation you are not able to resolve by reference                to                these policies, ask for help. Contact Zhenyong Gao, Chairman and                Chief                Executive Officer, who has been identified as responsible for overseeing                compliance with these policies.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |
|   | Violations                of the law or the Company's policies will subject employees to                disciplinary action, up to and including termination of employment.                In                addition, individuals involved may subject themselves and the Company                to                severe penalties including fines and possible imprisonment. Compliance                with the law and high ethical standards in the conduct of Company                business                should be a top priority for each employee, officer and                director.                                                                                                                                                                                                                                                                               |
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| **2.** | **IMPLEMENTATION                AND ENFORCEMENT.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   | Zhenyong                Gao, our Chairman and Chief Executive Officer, has been appointed                as                Compliance Officer of the Company, responsible for overseeing compliance                with, and enforcement of, all Company                policies.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |

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|   | Employees                are expected to be familiar with these policies as they apply to                their                duties. They should consult with their managers if they need assistance                in                understanding or interpreting these policies. Each employee is required                to                follow these policies and to comply with their terms. A refusal by                any                employee to agree to be bound by these policies shall be grounds                for                discipline up to and including dismissal.                                                                                                                                                                                                                                                                                                                                                                            |
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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | Any                employee who, in good faith, has reason to believe a Company operation                or                activity is in violation of the law or of these policies must call                the                matter to the attention of Zhenyong Gao, our Chairman and Chief Executive                Officer. If you have reason to believe that it would be inappropriate                to                report the operation or activity to Mr. Gao, you should report it                to Mr.                David Ze, our Secretary. All reports will be reviewed and investigated                and                as necessary under the circumstances, and the reporting employee                should                provide sufficient information to enable a complete investigation                to be                undertaken.                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | Any                employee who makes an allegation in good faith reasonably believing                that a                person has violated these policies or the law, will be protected                against                retaliation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
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| **3.** | **RELATIONS                WITH COMPETITORS AND OTHER THIRD PARTIES.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | The                Company's policy is to comply fully with competition and antitrust                laws                throughout the world. These laws generally prohibit companies from                using                illegal means to maintain, obtain or attempt to obtain a monopoly                in a                market. They also prohibit companies from engaging in unfair trade                practices. *"Unfair                trade*practices"                include fixing prices, dividing markets, agreeing with competitors                not to                compete, or agreeing to boycott certain customers. It is advised                that you                consult with the Zhenyong Gao before attending a meeting with a party                who                may be viewed as a competitor.                                                                                                                             |
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| **4.** | **INSIDER                TRADING, SECURITIES COMPLIANCE AND PUBLIC                STATEMENTS.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | Securities                laws prohibit anyone who is in possession of material, non-public                information ("Insider Information") about a company from purchasing                or                selling stock of that company, or communicating the information to                others.                Information is considered "material" if a reasonable investor would                consider it to be important in making a decision to buy or sell that                stock. Some examples include financial results and projections, new                products, acquisitions, major new contracts or alliances prior to                the time                that they are publicly announced. Employees who become aware of such                Inside Information about the Company must refrain from trading in                the                shares of the Company until the Inside Information is publicly                announced. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | Employees                must also refrain from disclosing that information to persons who                do not                have a Company need to know, whether they are inside the Company                or                outside, such as spouses, relatives or friends.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
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|   | The                Company makes regular formal disclosures of its financial performance                and                results of operations to the investment community. We also regularly                issue                press releases. Other than those public statements, which go through                official Company channels, employees are prohibited from communicating                outside the Company about the Company's business, financial performance                or                future prospects. Such communications include questions from securities                analysts, reporters or other news media, but also include seemingly                innocent discussions with family, friends, neighbors or                acquaintances.                                                                                                                                                                                       |

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| **5.** | **FINANCIAL                REPORTING.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
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|   | The                Company is required to maintain a variety of records for purposes                of                reporting to the government. The Company requires all employees to                maintain full compliance with applicable laws and regulations requiring                that its books of account and records be accurately maintained. Specifics                of these requirements are available from Zhenyong Gao.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
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| **6.** | **HUMAN                RESOURCES.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
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|   | The                Company is committed to providing a work environment that is free                from                unlawful harassment and discrimination, and respects the dignity                of its                employees. The Company has policies covering various aspects of its                relationship with its employees, as well as employees’ relationships with                each other. For more detailed information, you should consult Zhenyong                Gao. Each employee is expected to be familiar with these policies                and to                abide by them.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
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| **7.** | **ENVIRONMENTAL,                HEALTH AND SAFETY.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
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|   | The                Company is committed to protecting the health and safety of our employees,                as well as the environment in general. The Company expects employees                to                obey all laws and regulations designed to protect the environment,                and the                health and safety of our employees, and to obtain and fully observe                all                permits necessary to do business.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
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|   | At                the very least, all employees should be familiar with and comply                with                safety regulations applicable to their work areas. The Company will                make,                to the extent possible, reasonable accommodations for the known physical                or mental limitations of our employees. Employees who require an                accommodation should contact Zhenyong Gao. The Company will then                engage in                an interactive process to determine what reasonable accommodations                may                exist.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
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| **8.** | **CONFLICTS                OF INTEREST.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
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|   | Each                employee is expected to avoid any activity, investment or association                that                interferes with the independent exercise of his or her judgment in                the                Company's best interests ("Conflicts of Interest"). Conflicts of                Interest                can arise in many situations. They occur most often in cases where                the                employee or the employee's family obtains some personal benefit at                the                expense of the Company's best interests.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
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|   | No                employee, or any member of employee's immediate family, shall accept                money, gifts of other than nominal value, unusual entertainment,                loans, or                any other preferential treatment from any customer or supplier of                the                Company where any obligation may be incurred or implied on the giver                or                the receiver or where the intent is to prejudice the recipient in                favor of                the provider. Likewise, no employee shall give money, gifts of other                than                nominal value, unusual entertainment or preferential treatment to                any                customer or supplier of the Company, or any employee or family members                thereof, where any obligation might be incurred or implied, or where                the                intent is to prejudice the recipient in favor of the Company. No                such                persons shall solicit or accept kickbacks, whether in the form of                money,                goods, services or otherwise, as a means of influencing or rewarding                any                decision or action taken by a foreign or domestic vendor, customer,                business partner, government employee or other person whose position                may                affect the Company's business. |

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|    | No                employee shall use Company property, services, equipment or business                for                personal gain or benefit.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
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|    | Employees                may not: (1) act on behalf of, or own a substantial interest in,                any                company or firm that does business, or competes, with the Company;                (2)                conduct business on behalf of the Company with any company or firm                in                which the employee or a family member has a substantial interest                or                affiliation. Exceptions require advance written approval from the                Legal                Department.                                                                                                                                                                                                                                                                                                                                                                                        |
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|    | Employees                should not create the appearance that they are personally benefitting                in                any outside endeavor as a result of their employment by the Company,                or                that the Company is benefitting by reason of their outside interests.                Any                employee who is not sure whether a proposed action would present                a                conflict of interest or appear unethical should consult with Zhenyong                Gao.                                                                                                                                                                                                                                                                                                                                                                                                        |
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| **9.**  | **INTERNATIONAL                TRADE.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
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|    | The                Company must comply with a variety of laws around the world regarding                its                activities. In some cases, the law prohibits the disclosure of                information, whether the disclosure occurs within the U.S. or elsewhere,                and whether or not the disclosure is in writing.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
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|    | Payments                or gifts to non-U.S. government officials are prohibited by law and                by                Company policy. The Foreign Corrupt Practices Act precludes payments                to                non-U.S. government officials for the purpose of obtaining or retaining                business, even if the payment is customary in that country. This                law                applies anywhere in the world to U.S. citizens, nationals, residents,                businesses or employees of U.S. businesses. Because Admax Resources                Inc.                is a U.S. company, this law applies to the Company and all of its                subsidiaries. Any questions on this policy should be directed to                Zhenyong                Gao.                                                                                                                          |
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| **10.** | **GOVERNMENT                RELATIONS.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|    | The                Company is prohibited by law from making any contributions or expenditures                in connection with any U.S. national election. This includes virtually                any                activity that furnishes something of value to an election campaign                for a                federal office. Use of the Company's name in supporting any political                position or ballot measure, or in seeking the assistance of any elected                representative, requires the specific approval of the Chairman and                Chief                Executive Officer of the Company. Political contributions or expenditures                are not to be made out of Company funds in any foreign country, even                if                permitted by local law, without the consent of the Company's Chairman                and                Chief Executive Officer. |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|    | U.S.                law also prohibits giving, offering, or promising anything of value                to any                public official in the U.S. or any foreign country to influence any                official act, or to cause an official to commit or omit any act in                violation of his or her lawful duty. Company employees are expected                to                comply with these laws.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
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| **11.** | **VENDORS,                CONTRACTORS, CONSULTANTS AND TEMPORARY                WORKERS.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
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|    | Vendors,                contractors, consultants or temporary workers who are acting on the                Company's behalf, or on Company property, are expected to follow                the law,                Company policies and honor Company Values. Violations will subject                the                person or firm to sanctions up to and including loss of the contract,                contracting or consulting agreement, or discharge from temporary                assignment.                                                                                                                                                                                                                                                                                                                                                                                                                                        |

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| **12.** | **CONCLUSION.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|    | This                Code of Ethics is not intended to cover every possible situation                in which                you may find yourself. It is meant to give you the boundaries within                which                the Company expects you to conduct yourself while representing Admax                Resources Inc. You may find yourself in a situation where there is                no                clear guidance given by this Code of Ethics. If that occurs, return                to the                foundations stated earlier: common sense, good judgment, high ethical                standards and integrity. And refer to the Company's Values. In addition,                there are many resources upon which you may rely: your management                chain,                Human Resources, Legal or other Admax Resources Inc. departments,                and the                CEO. Together we can continue to make Admax Resources Inc. a company                that                sets a standard for managing high-tech                companies. |

|   | ______________________________________ |
|--------|----------------------------------------|
|   | Employee                               |

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**ADMAX      RESOURCES INC.**

**VALUES**

***FOCUS***

***RESPECT***

***EXCELLENCE***

***ACCOUNTABILITY***

***TEAMWORK***

***INTEGRITY***

***VERY      OPEN COMMUNICATION***

***ENJOYING      OUR WORK***

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**Reportable      Violations - Anonymous Reporting Program**

|   | Accounting                Error                 |
|--------|-------------------------------------------------|
|   | Accounting                Omissions             |
|   | Accounting                Misrepresentations    |
|   | Auditing                Matters                 |
|   | Compliance/Regulation                Violations |
|   | Corporate                Scandal                |
|   | Domestic                Violence                |
|   | Discrimination                                  |
|   | Embezzlement                                    |
|   | Environmental                Damage             |
|   | Ethics                Violation                 |
|   | Fraud                                           |
|   | Harassment                                      |
|   | Industrial                Accidents             |
|   | Misconduct                                      |
|   | Mistreatment                                    |
|   | Poor                Customer Service            |
|   | Poor                Housekeeping                |
|   | Sabotage                                        |
|   | Securities                Violation             |
|   | Sexual                Harassment                |
|   | Substance                Abuse                  |
|   | Theft                                           |
|   | Threat                of Violence               |
|   | Unfair                Labor Practice            |
|   | Unsafe                Working Conditions        |
|   | Vandalism                                       |
|   | Waste                                           |
|   | Waste                of Time and Resources      |
|   | Workplace                Violence               |