EXHIBIT 13

                       IMAGE TECHNOLOGY LABORATORIES, INC.
                             CODE OF ETHICAL CONDUCT

2 PREFACE

The honest, integrity, and sound judgment of principal executive and financial
officers is fundamental to the reputation and success of Image Technology
Laboratories, Inc. (the "Company"). While All Employees, officers, and directors
are required to adhere to the highest level of personal and business ethics, the
professional and ethical conduct of principal executive and financial officers
is essential to the proper function and success of the Company as a leading
financial services provider.

Principal executive and financial officers hold an important and elevated role
in corporate governance. These individuals are key members of our management
team, who are uniquely capable and empowered to ensure that the interests of our
stakeholders (including shareholders, customers, employees, suppliers, and
residents of the communities in which the Company operates) are appropriately
balanced, protected, and preserved. Principal executive and financial officers
fulfill this responsibility by prescribing and enforcing the policies and
procedures employed in the Company's financial operations.

3 PRINCIPAL EXECUTIVE AND FINANCIAL OFFICERS CODE OF ETHICAL CONDUCT

Principal executive and financial officers of the Company must:

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

    o    Disclose any material transaction or relationship that could reasonably
         give rise to a conflict;

    o    Perform responsibilities with a view to causing periodic reports filed
         with the Securities and Exchange Commission, and other public
         communications, to contain information which is accurate, full, fair,
         relevant, timely and understandable;

    o    Provide colleagues with information that is accurate, complete,
         objective, relevant, timely and understandable;

    o    Comply with applicable laws, rules, and regulations of federal, state,
         and local governments and other appropriate private and public
         regulatory agencies;

    o    Act in good faith, with due care, competence, and diligence, without
         misrepresenting material facts or allowing independent judgment to be
         subordinated;

    o    Respect the confidentiality of information acquired in the course of
         employment;

    o    Share knowledge and maintain skills necessary and relevant to the
         Company's needs;

    o    Proactively promote ethical and honest behavior within the workplace;

    o    Assure responsible use of and control of all assets, resources, and
         information in possession of the Company; and

    o    Promptly report violations of this code.





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All principal executive and financial officers are expected to adhere to the
highest level of personal and business ethics at all times. The Audit Committee
of the Board of Directors shall have full authority to discipline any principal
executive or financial officer as deemed appropriate. Any action of the Audit
Committee in this regard shall be reviewable by the full Board at the subject
principal executive or financial officer's request. Appropriate disciplinary
actions include:

     o   Termination;

     o   Required attendance at a ethics program;

     o   Disclosure/notation in employment record; and or Rescission of subject
         transaction.


Violations shall be reported to the Audit Committee of the Board of Directors.
The Audit Committee of the Board of Directors shall have the sole and absolute
discretionary authority to approve any deviation or waiver from the Code of
Ethical Conduct. Any waiver, and the grounds for such waiver, for a senior
financial officer shall be promptly disclosed through a filing with the
Securities and Exchange Commission on Form 8-K. Additionally, any change of this
Code of Ethical Conduct shall be promptly disclosed to stockholders.
















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