**PUBLIC
      COMPANY MANAGEMENT CORPORATION**


**CODE
      OF ETHICS**


**FOR
      THE**


**CHIEF
      EXECUTIVE OFFICER AND**


**SENIOR
      FINANCIAL EXECUTIVES**





**September
      30, 2005**





Public
      Company Management Corporation (the “Company”) recognizes that the Chief
      Executive Officer (CEO), Chief Financial Officer (CFO), Chief Accounting Officer
      (CAO), Controller (Controller) and other senior financial officers have unique
      roles and responsibilities (collectively, the “Senior Financial Officers”). As a
      result, the Sole Director has adopted this specialized code of ethics (the
      “Code”) applicable to Senior Financial Officers and to all other members of the
      Company’s finance organization.





The
      Code
      lists principles for ethical behavior that Senior Financial Officers and all
      other members of the Company’s finance organization are expected to meet, and
      they will be held accountable for adherence to the Code. Any violation of this
      Code will be subject to appropriate disciplinary actions, including termination.





Under
      the
      principles for ethical behavior, Senior Financial Officers and all other members
      of the Company’s finance organization are expected to:





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





•
            
            Provide
                others with information that is accurate, complete, objective, relevant,
                timely and understandable.





•
            
            Provide
                full, fair, accurate, timely, and understandable disclosure in the
                reports
                and documents that the Company files with, or submits to, the Securities
                and Exchange Commission, and in other public communications by the
                Company.





•
            
            Comply
                with applicable governmental laws, rules, and
                regulations.





•
            
            Act
                in good faith and in a responsible manner, clearly stating material
                facts
                and maintaining an independent
                judgment.





•
            
            Respect
                the confidentiality of information and never use such information
                for
                personal advantage.





•
            
            Share
                knowledge and maintain important and relevant
                skills.





•
            
            Promote
                ethical behavior among peers.





•
            
            Use
                and control all assets and resources in a responsible
                manner.





•
            
            Promptly
                report any violations of this Code.









A
      report
      of any violation of this Code may be given to the Chief Executive Officer unless
      the violation involves conduct of such person or conduct of which he or she
      is
      aware and has not taken any corrective or disciplinary action, in which case
      such report shall be provided to the Sole Director or any Independent Director
      if the Company has more than one Director (or to the Company’s legal counsel if
      there is no Independent Director).




To
      assist
      in the investigation of reported violations, members or other persons reporting
      violations are encouraged to identify themselves when making such reports.
      Violations reported anonymously will also be investigated, but such
      investigation will necessarily be impaired by the inability to interview the
      person that reports such violation. The Company will not discharge, demote,
      suspend, threaten, harass, or in any other manner discriminate against any
      member of the Company in the terms and conditions of employment because of
      any
      lawful act done by such member to provide information, cause information to
      be
      provided, or otherwise assist in an investigation regarding any conduct which
      the member reasonably believes constitutes a violation.





While
      full compliance with this Code is expected, a committee consisting of all
      Independent Directors may grant compliance waivers for Senior Financial Officers
      subject to this Code. Any waiver for Senior Financial Officers will be disclosed
      in appropriate filings with the U.S. Securities and Exchange Commission.





This
      Code
      supplements any and all other policies of the Company now existing or hereafter
      adopted relating to the conduct of business and behavior of its employees and
      is
      intended to provide minimum standards of behavior for the persons to whom it
      applies. A committee consisting of all Independent Directors shall review this
      Code at least annually to determine whether it adequately describes the conduct
      expected of the Senior Financial Executives. Any amendment to this Code will
      be
      disclosed in appropriate filings with the U.S. Securities and Exchange
      Commission.







/s/
              Stephen BrockStephen Brock, President