**MICROHELIX,
INC.**
 
 **POLICY
ON BUSINESS ETHICS FOR**
 **DIRECTORS,
OFFICERS AND EMPLOYEES**
 
 April 6,
2005
 
 
 **General
Business Ethics**
 
 We are
committed to the highest level of legal, ethical and moral standards in the
conduct of our business, based on a fundamental belief in law, honesty, fair
dealing and open competition. Every director, officer and employee is expected
to maintain and to foster these standards and has an obligation to contact the
Chairman of the Board of Directors or the Chairman of the Audit Committee of the
Board of Directors regarding any action that is believed to be inconsistent with
these standards. This Policy on Business Ethics does not summarize all laws,
rules, regulations and policies applicable to directors, officers or employees
of the Company.
 
 **Conflicts
of Interest**
 
 All
directors and officers of the Company should be scrupulous in avoiding conflicts
of interest with regard to the Company's interests. A "conflict of interest"
exists whenever an individual's private interests interfere or conflict in any
way (or even appear to interfere or conflict) with the interests of the Company.
A conflict situation can arise when a director or officer takes actions or has
interests that may make it difficult to perform his or her Company work
objectively and effectively. Conflicts of interest may also arise when a
director or officer, or members of his or her family, receives improper personal
benefits as a result of his or her position in the Company, whether received
from the Company or a third party. Loans to, or guarantees of obligations of,
directors and officers and their respective family members may create conflicts
of interest. Federal law prohibits loans by the Company to its directors and
executive officers.
 
 Conflicts
of interest are prohibited as a matter of Company policy, except under
guidelines approved in advance by the Board of Directors or committees of the
Board on a case-by-case basis. Conflicts of interest may not always be
clear-cut, so if you have a question or become aware of a conflict or potential
conflict, you should consult with the Chairman of the Board or the Chairman of
the Audit Committee.
 
 **Corporate
Opportunity**
 
 Directors
and officers are prohibited from (1) taking for themselves personally
opportunities that properly belong to the Company or are discovered through the
use of corporate property, information or business; (2) using corporate
property, information or position for personal gain; and (3) competing with the
Company. Directors and officers owe a duty to the Company to advance its
legitimate interests when the opportunity to do so arises.
 
 
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 **Confidential
Information**
 
 Directors,
officers and employees of the Company must maintain the confidentiality of
confidential information entrusted to them by the Company, except when
disclosure is authorized or required by applicable law, regulations or legal
proceedings. Whenever feasible, directors and officers should consult with the
Chairman of the Board or the Chairman of the Audit Committee if they believe
they have a legal obligation to disclose confidential information. Confidential
information includes all non-public information that might be of use to
competitors of the Company, information concerning employees, proposed corporate
investments or activities, or information harmful to the Company or its
customers if disclosed.
 
 The
preservation of confidential information includes, without limitation,
compliance with the "insider trading" prohibitions applicable to the Company and
its directors, officers and employees. Generally, directors, officers and
employees who have access to or knowledge of confidential or non-public
information from or about the Company are not permitted to buy, sell or
otherwise trade in the Company's securities, whether or not they are using or
relying upon that information. This restriction extends to sharing or tipping
others about such information, especially since the individuals receiving such
information might utilize such information to trade in the Company's securities.
In addition, the Company has implemented trading restrictions to reduce the
risk, or appearance, of insider trading. Company directors, officers and
employees are directed to the Company's insider trading policy or to the
Company's counsel if they have questions regarding the applicability of such
insider trading prohibitions.
 
 **Fair
Dealing**
 
 Each
director or officer should endeavor to deal fairly with other directors and
officers, competitors and employees. No one should take unfair advantage of
anyone through manipulation, concealment, abuse of privileged information,
misrepresentation of material facts or other unfair dealing
practice.
 
 **Protection
and Proper Use of the Company's Assets**
 
 All
directors, officers and employees should protect and preserve the Company's
assets and ensure their efficient use. Theft, carelessness and waste have a
direct impact on the Company's profitability. All Company assets should be used
for legitimate business purposes.
 
 **Political
Activities**
 
 Corporate
contributions, direct or indirect, and of whatever amount or type, to any
political candidate or party, or to any other organization that might use the
contributions for a political candidate or party, are illegal for all federal
elections and for state and local elections in some states.
 
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  No
director, officer or employee shall make, authorize or permit any unlawful
contributions, expenditure or use of Company funds or property for political
purposes, and directors and officers shall otherwise fully comply with the
letter and spirit of applicable federal and state political contribution
laws.
 
 No
permissible corporate contributions may be made for political purposes without
the prior written approval of the Chairman of the Board. The Company will not
reimburse directors or officers for any personal contributions made in support
of a political party, candidate or committee. The prohibition on corporate
political contributions applies to both direct and indirect support of
candidates or political parties, including purchasing tickets for special
dinners or other fund raising events, loaning employees to political parties or
committees, or furnishing transportation or duplicating facilities or services.
Directors and officers should conduct themselves so as to make clear that any
political views they may express are their own and not those of the
Company.
 
 The
corporation recognizes its right and responsibility to communicate to
shareholders, employees, political leaders, elected and appointed officials, and
others, as appropriate, its position on public issues which relate, directly or
indirectly, to its business. This communication may be done through trade
associations, in cooperation with one or more other companies, or through its
own direct efforts.
 
 **Gifts
and Favors**
 
 No
director, officer or employee shall accept gifts, payments, fees, services,
discounts, valuable privileges or other favors where these would or might appear
to improperly influence the individual in the performance of duties for the
Company. No director, officer or employee shall provide or give gifts or favors
to others where these might appear designed to improperly influence others in
their relations with the Company.
 
 This
Policy on Business Ethics is not intended to preclude the acceptance or the
giving of common courtesies usually associated with accepted business practices,
including accepting or giving gifts of small value that are of such a nature as
to indicate they are merely tokens of respect or friendship, and are in a form
that will not be construed as a bribe, pay-off or secret compensation. Normal
business-related entertainment may be accepted or given, provided it is
reasonable under all of the circumstances in which it takes place. Cash, checks,
gift certificates, stocks or other marketable securities in any amount must not
be accepted or given under any circumstances.
 
 The
acceptance of gifts or favors, or outside business or financial involvement, by
a member of a director's or officer's immediate family (spouse, children or
parents) may, under some circumstances, impute a possible conflict of interest
to the director or officer. Each director and officer shall disclose any such
circumstance involving a member of his or her immediate family to the Chairman
of the Board or Chairman of the Audit Committee when the director or officer has
reason to believe there may be a possible conflict.
 
 3
 
 The U.S.
Foreign Corrupt Practices Act prohibits giving anything of value, directly or
indirectly, to foreign government officials or foreign political candidates in
order to obtain or retain business. It is strictly prohibited to make illegal
payments to government officials of any country. In addition, the U.S.
Government has a number of laws and regulations regarding business gratuities
which may be accepted by U.S. government personnel. The promise, offer or
delivery to any official or employee of the U.S. government of a gift, favor or
other gratuity in violation of these rules would not only violate Company policy
but could also be a criminal offense. State and local governments, as well as
foreign governments, may have similar rules.
 
 **Communications**
 
 Complete,
accurate and timely communication with fellow directors and officers, others in
the organization and corporation's independent auditors on all matters relevant
to them is essential to the continued success of the corporation. Of particular
importance are matters that might be considered sensitive as they affect the
corporation's reputation or appraisal and reporting of its
performance.
 
 **No
Retaliation**
 
 The
Company will not permit retaliation of any kind by or on behalf of the Company
and its directors, officers and employees against good faith reports or
complaints of violations of this policy or other illegal or unethical
conduct.
 
 **Public
Company Reporting**
 
 As a
public company, it is of critical importance that the Company's filings with the
Securities and Exchange Commission be fair, accurate and timely. A director or
officer may be called upon to provide necessary information to assure that the
Company's public reports are complete, fair and understandable. The Company
expects directors and officers to take this responsibility very seriously and to
provide prompt accurate answers to inquiries related to the Company's public
disclosure requirements.
 
 **Accounting
Complaints**
 
 The
Company's policy is to comply with all applicable financial reporting and
accounting regulations applicable to the Company. If any director, officer or
employee of the Company has concerns or complaints regarding questionable
accounting or auditing matters of the Company, then he or she is encouraged to
submit those concerns or complaints (anonymously, confidentially or otherwise)
to the Audit Committee of the Board of Directors (which will, subject to its
duties arising under applicable law, regulations or legal proceedings, treat
such submissions confidentially). Such submissions may be directed to the
attention of the Audit Committee, or any director who is a member of the Audit
Committee, at the principal executive offices of the Company.
 
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 ****
 **Administration
of the Policy**
 
 Directors
and officers who are concerned that violations of this policy or other illegal
or unethical conduct by employees, directors or officers of the Company has
occurred or may occur should contact either the Chairman of the Board or the
Chairman of the Audit Committee. If their concerns or complaints require
confidentiality, including keeping their identity anonymous, then this
confidentiality will be protected, subject to applicable law, regulations or
legal proceedings. This policy may be amended, modified or waived solely by the
Board of Directors, subject to the disclosure and other provisions of the
Securities Exchange Act of 1934.
 
 **Review
of the Policy**
 
 Periodically,
but not less often than every three years, the Chairman of the Board shall cause
a review of this policy and related procedures by the Audit Committee and shall
report on their adequacy to the Board of Directors.
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