CODE OF ETHICS AND BUSINESS CONDUCT FOR OFFICERS, DIRECTORS AND EMPLOYEES OF
                          CAL BAY INTERNATIONAL, INC.


     1.  TREAT  IN  AN  ETHICAL  MANNER  THOSE TO WHOM CAL BAY HAS AN OBLIGATION

Cal  Bay International, Inc. is committed to honesty, just management, fairness,
providing  a safe and healthy environment free from the fear of retribution, and
respecting  the  dignity  due  everyone.

For  the communities in which we live and work we are committed to observe sound
environmental  business  practices  and  to  act  as  concerned  and responsible
neighbors,  reflecting  all  aspects  of  good  citizenship.

For  our  shareholders  we  are  committed to pursuing sound growth and earnings
objectives  and  to  exercising prudence in the use of our assets and resources.

For  our  suppliers  and  partners  we are committed to fair competition and the
sense  of  responsibility  required  of  a  good  customer  and  teammate.

     2.  PROMOTE  A  POSITIVE  WORK  ENVIRONMENT

All employees want and deserve a workplace where they feel respected, satisfied,
and  appreciated.  We  respect cultural diversity and recognize that the various
communities  in  which  we  may  do business may have different legal provisions
pertaining  to  the  workplace.  As  such,  we  will  adhere  to the limitations
specified  by  law  in  all of our localities, and further, we will not tolerate
harassment  or  discrimination  of any kind -- especially involving race, color,
religion,  gender,  age,  national  origin,  disability,  and veteran or marital
status.

Providing  an  environment  that  supports  honesty,  integrity, respect, trust,
responsibility, and citizenship permits us the opportunity to achieve excellence
in  our  workplace.  While everyone who works for the Company must contribute to
the  creation  and  maintenance  of  such  an  environment,  our  executives and
management  personnel  assume  special  responsibility  for  fostering  a  work
environment  that  is  free  from the fear of retribution and will bring out the
best  in  all  of  us. Supervisors must be careful in words and conduct to avoid
placing,  or seeming to place, pressure on subordinates that could cause them to
deviate  from  acceptable  ethical  behavior.

     3.  PROTECT  YOURSELF,  YOUR  FELLOW  EMPLOYEES,  AND  THE WORLD WE LIVE IN

We  are  committed to providing a drug-free, safe, and healthy work environment,
and  to  observe  environmentally sound business practices. We will strive, at a
minimum,  to  do no harm and where possible, to make the communities in which we
work  a  better  place  to  live.  Each of us is responsible for compliance with
environmental,  health, and safety laws and regulations. Observe posted warnings
and  regulations.  Report immediately to the appropriate management any accident
or  injury  sustained on the job, or any environmental or safety concern you may
have.


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     4.  KEEP  ACCURATE  AND  COMPLETE  RECORDS

We  must  maintain  accurate and complete Company records.  Transactions between
the  Company  and  outside  individuals  and  organizations must be promptly and
accurately entered in our books in accordance with generally accepted accounting
practices  and  principles.  No  one  should  rationalize  or  even  consider
misrepresenting  facts  or falsifying records. It will not be tolerated and will
result  in  disciplinary  action.

     5.  OBEY  THE  LAW

We  will  conduct  our  business  in  accordance  with  all  applicable laws and
regulations.  Compliance  with  the  law  does  not  comprise our entire ethical
responsibility.  Rather,  it  is  a  minimum, absolutely essential condition for
performance  of  our  duties.  In  conducting  business,  we  shall:

          A.  STRICTLY  ADHERE  TO  ALL  ANTITRUST  LAWS

     Officer,  directors  and  employees  must  strictly adhere to all antitrust
     laws. Such laws exist in the United States, the European Union, and in many
     other countries where the Company may conduct business. These laws prohibit
     practices  in  restraint  of  trade  such  as  price  fixing and boycotting
     suppliers  or customers. They also bar pricing intended to run a competitor
     out  of  business; disparaging, misrepresenting, or harassing a competitor;
     stealing  trade  secrets;  bribery;  and  kickbacks.

          B.  STRICTLY  COMPLY  WITH  ALL  SECURITIES  LAWS

     In  our  role  as  a publicly owned company, we must always be alert to and
     comply  with  the  security  laws  and regulations of the United States and
     other  countries.

                    I.  DO  NOT  ENGAGE  IN  SPECULATIVE  OR  INSIDER  TRADING

               Federal  law and Company policy prohibits officers, directors and
               employees,  directly  or  indirectly  through  their  families or
               others,  from  purchasing  or  selling company stock while in the
               possession  of  material,  non-public  information concerning the
               Company. This same prohibition applies to trading in the stock of
               other  publicly  held  companies  on  the  basis  of  material,
               non-public  information.  To  avoid  even  the  appearance  of
               impropriety,  Company  policy  also prohibits officers, directors
               and  employees from trading options on the open market in Company
               stock  under  any  circumstances.

               Material,  non-public  information  is any information that could
               reasonably  be  expected  to  affect  the price of a stock. If an
               officer,  director or employee is considering buying or selling a
               stock  because  of  inside  information they possess, they should
               assume  that  such  information is material. It is also important
               for the officer, director or employee to keep in mind that if any
               trade  they  make  becomes the subject of an investigation by the
               government,  the  trade  will  be  viewed after-the-fact with the
               benefit  of  hindsight.  Consequently,  officers,  directors  and
               employees should always carefully consider how their trades would
               look  from  this  perspective.

               Two simple rules can help protect you in this area: (1) Don't use
               non-public  information  for  personal gain. (2) Don't pass along
               such  information  to  someone  else  who  has  no  need to know.


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               This  guidance  also applies to the securities of other companies
               for  which  you  receive  information  in  the  course  of  your
               employment  at  Cal  Bay.

                    II.  BE  TIMELY  AND  ACCURATE  IN  ALL  PUBLIC  REPORTS

               As  a  public  company,  Cal Bay must be fair and accurate in all
               reports  filed  with  the  United  States Securities and Exchange
               Commission.  Officers,  directors  and  management of Cal Bay are
               responsible  for  ensuring that all reports are filed in a timely
               manner  and  that they fairly present the financial condition and
               operating  results  of  the  Company.

               Securities laws are vigorously enforced. Violations may result in
               severe  penalties including forced sales of parts of the business
               and  significant  fines  against  the  Company. There may also be
               sanctions  against  individual  employees  including  substantial
               fines  and  prison  sentences.

          The  Chief  Executive Officer and Chief Financial Officer will certify
          to  the  accuracy of reports filed with the SEC in accordance with the
          Sarbanes-Oxley  Act  of  2002. Officers and Directors who knowingly or
          willingly  make  false  certifications  may  be  subject  to  criminal
          penalties  or  sanctions  including  fines  and  imprisonment.

     6.  AVOID  CONFLICTS  OF  INTEREST

Our  officers, directors and employees have an obligation to give their complete
loyalty to the best interests of the Company.  They should avoid any action that
may  involve, or may appear to involve, a conflict of interest with the company.
Officers,  directors  and  employees  should  not  have  any  financial or other
business  relationships  with  suppliers,  customers  or  competitors that might
impair, or even appear to impair, the independence of any judgment they may need
to  make  on  behalf  of  the  Company.  Therefore,  it  is  Company policy that
officers,  directors  and  employees  may  not perform outside work or otherwise
engage  in any outside activity or enterprise that may interfere in any way with
job  performance  or  create  a  conflict  with  the  Company's  best interests.

     HERE  ARE  SOME  WAYS  A  CONFLICT  OF  INTEREST  COULD  ARISE:

     -    Employment by a competitor, or potential competitor, regardless of the
          nature  of  the  employment,  while  employed  by  Cal  Bay.

     -    Acceptance  of  gifts,  payment,  or services from those seeking to do
          business  with  Cal  Bay.

     -    Placement  of  business with a firm owned or controlled by an officer,
          director,  employee  or  family  member.

     -    Ownership  of,  or  substantial  interest  in,  a  company  that  is a
          competitor,  client  or  supplier.

     -    Acting  as  a  consultant  to  a Cal Bay customer, client or supplier.

     -    Seeking  the  services  or advice of an accountant or attorney who has
          provided  services  to  Cal  Bay.


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Officers,  directors and employees are under a continuing obligation to disclose
any  situation  that  presents  the  possibility  of  a conflict or disparity of
interest  between the officer, director or employee and the Company.  Disclosure
of  any  potential conflict is the key to remaining in full compliance with this
policy.

     7.  COMPETE  ETHICALLY  AND  FAIRLY  FOR  BUSINESS  OPPORTUNITIES

We  must comply with the laws and regulations that pertain to the acquisition of
goods  and  services.  We  will  compete  fairly  and ethically for all business
opportunities.  In  circumstances  where  there  is  reason  to believe that the
release  or receipt of non-public information is unauthorized, do not attempt to
obtain  and  do  not  accept  such  information  from  any  source.

If  you  are  involved  in  Company  transactions,  you must be certain that all
statements,  communications,  and  representations  are  accurate  and truthful.

     8.  AVOID  ILLEGAL  AND  QUESTIONABLE  GIFTS  OR  FAVORS

The  sale  and marketing of our products and services should always be free from
even  the  perception that favorable treatment was sought, received, or given in
exchange  for  the  furnishing  or  receipt  of  business courtesies.  Officers,
directors  and  employees  of  Cal  Bay  will  neither  give nor accept business
courtesies  that  constitute,  or could be reasonably perceived as constituting,
unfair business inducements or that would violate law, regulation or policies of
the  Company,  or  could  cause  embarrassment  to  or reflect negatively on the
Company's  reputation.

     9.  MAINTAIN  THE  INTEGRITY  OF  CONSULTANTS,  AGENTS, AND REPRESENTATIVES

Business  integrity  is  a key standard for the selection and retention of those
who  represent  Cal  Bay.  Agents,  representatives, or consultants must certify
their  willingness to comply with the Company's policies and procedures and must
never  be  retained  to  circumvent our values and principles.  Paying bribes or
kickbacks, engaging in industrial espionage, obtaining the proprietary data of a
third  party  without  authority, or gaining inside information or influence are
just  a  few  examples of what could give us an unfair competitive advantage and
could  result  in  violations  of  law.

     10.  PROTECT  PROPRIETARY  INFORMATION

Proprietary  Company  information  may not be disclosed to anyone without proper
authorization.  Keep  proprietary  documents protected and secure. In the course
of  normal  business  activities,  suppliers,  customers,  and  competitors  may
sometimes  divulge  to  you  information  that is proprietary to their business.
Respect  these  confidences.

     11.  OBTAIN  AND  USE  COMPANY  ASSETS  WISELY

Personal  use  of  Company  property must always be in accordance with corporate
policy.  Proper  use  of  Company  property,  information  resources,  material,
facilities, and equipment is your responsibility.  Use and maintain these assets
with  the  utmost  care and respect, guarding against waste and abuse, and never
borrow  or  remove  Company  property  without  management's  permission.

     12.  FOLLOW  THE  LAW  AND  USE COMMON SENSE IN POLITICAL CONTRIBUTIONS AND
          ACTIVITIES

Cal  Bay  encourages  its  employees  to become involved in civic affairs and to
participate  in the political process.  Employees must understand, however, that
their involvement and participation must be on an individual basis, on their own
time,  and  at  their  own expense.  In the United States, federal law prohibits


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corporations  from  donating  corporate  funds,  goods, or services, directly or
indirectly,  to  candidates for federal offices -- this includes employees' work
time. Local and state laws also govern political contributions and activities as
they  apply  to  their respective jurisdictions, and similar laws exist in other
countries.

     13.  BOARD  COMMITTEES.

The Company shall establish an Audit Committee empowered to enforce this Code of
Ethics.  The Audit Committee will report to the Board of Directors at least once
each  year  regarding the general effectiveness of the Company's Code of Ethics,
the  Company's  controls  and  reporting  procedures  and the Company's business
conduct.

     14.  DISCIPLINARY  MEASURES.

The  Company  shall consistently enforce its Code of Ethics and Business Conduct
through  appropriate  means  of  discipline.  Violations  of  the  Code shall be
promptly reported to the Audit Committee.  Pursuant to procedures adopted by it,
the Audit Committee shall determine whether violations of the Code have occurred
and,  if  so,  shall determine the disciplinary measures to be taken against any
employee  or  agent  of  the  Company  who  has  so  violated  the  Code.

The  disciplinary  measures, which may be invoked at the discretion of the Audit
Committee,  include,  but  are  not  limited  to,  counseling,  oral  or written
reprimands, warnings, probation or suspension without pay, demotions, reductions
in  salary,  termination  of  employment  and  restitution.

Persons  subject  to  disciplinary  measures  shall  include, in addition to the
violator,  others involved in the wrongdoing such as (i) persons who fail to use
reasonable  care to detect a violation, (ii) persons who if requested to divulge
information  withhold  material  information  regarding  a  violation, and (iii)
supervisors  who  approve  or  condone  the  violations  or attempt to retaliate
against  employees  or  agents  for  reporting  violations  or  violators.


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