**SERVICE
      AIR GROUP, INC.**


**CODE
      OF ETHICS**





**Introduction**


Service
      Air Group, Inc. (the "Company") have adopted this Code of Ethics for its senior
      financial management to promote honest and ethical conduct and to deter
      wrongdoing. This Code applies to the Company's Chief Executive Officer and
      any
      Chief Financial Officer, treasurer, controller and other senior financial
      officer that the Company may hire in the future (collectively, "Financial
      Managers"). These individuals hold an important and elevated role in our
      corporate governance in that they are uniquely capable and empowered to ensure
      that all stakeholders' interests are appropriately balanced, protected and
      preserved.





**Code
      of Ethics**


Financial
      Managers shall adhere to and advocate to the best of their knowledge and ability
      the following principles and responsibilities governing their professional
      and
      ethical conduct:





1.
      Act
      honestly and ethically, including the ethical handling of actual or apparent
      conflicts of interest between personal and professional
      relationships.





The
      Company's reputation depends on honesty and integrity. At the Company, we are
      committed to always doing the right thing. As in all other aspects of our
      business, we expect our Financial Managers to adhere to the highest standards
      of
      honesty and integrity.





As
      part
      of this Code, Financial Managers are also expected to keep accurate books and
      records. Keeping accurate books and records is not only about good corporate
      citizenship, but it is also required by law. The Company is a public company
      and
      required to comply with a complex set of rules and regulations of the Securities
      and Exchange Commission ("SEC"). It is of utmost importance to the Company
      that
      all transactions and entries in its financial, accounting and other records
      be
      accurate and complete so that the integrity of the Company' business reputation,
      financial statements and regulatory filings is preserved.


If
      you
      are ever tempted or asked to make a representation - either in a document or
      in
      oral communication - that is other than fully accurate, do not do it. This
      applies to each and every detail of our business. It applies with equal force
      in
      circumstances where one might believe that the consequences of the inaccuracy
      would be harmless.





Financial
      Managers should also avoid situations that involve any investment, interest
      or
      association that interferes, might interfere, or might appear to interfere,
      with
      the Financial Manager's exercise of independent judgment in the Company's best
      interests. A conflict of interest may also present itself indirectly, for
      example, through the Financial Manager's investment or involvement in another
      company, which does business with the Company. Financial Managers must disclose
      all potential conflicts of interest to their immediate supervisor. Those
      Financial Managers who are also executive officers of the Company must disclose
      potential conflicts of interest to the CEO and the Board of
      Directors.





2.
      Provide full, fair, accurate, timely and understandable disclosure in reports
      and documents that the Company files with, or submits to, the SEC and in other
      public communications the Company makes.





The
      Company files annual reports with the SEC. These annual reports contain detailed
      financial and other information regarding the Company's business, operations
      and
      financial condition, including our audited financial statements. The Company
      also files with the SEC quarterly reports, which include its unaudited quarterly
      financial statements, together with other reports and information. The
      disclosures contained in all reports and documents that the Company files with
      the SEC, or makes public by other means (such as press releases), must be full,
      fair, accurate, timely and understandable.








The
      applicable laws require that the Company maintain an overall system of
      disclosure controls and procedures that are adequate to meet its obligations
      to
      disclose such information. the Company's disclosure controls and procedures
      are
      designed to ensure that information required to be disclosed by the Company
      to
      the SEC are recorded, processed, summarized and reported. Also, our disclosure
      controls and procedures must ensure that financial and non-financial information
      required to be disclosed by us is accumulated and communicated to the Company's
      management, including our principal executive and financial officers, as
      appropriate to allow timely decisions regarding required disclosure. Financial
      Managers are expected to comply with the Company's system of disclosure controls
      and procedures.





The
      applicable laws also require that the Company maintain internal controls and
      procedures for financial reporting, designed to provide reasonable assurances
      that the Company financial statements are fairly presented in conformity with
      generally accepted accounting principles. Financial Managers are expected to
      comply with the Company's system of internal controls and procedures for
      financial reporting.





Annually,
      our independent outside auditors engage in an examination of our books and
      records to complete the annual audit of the Company's financial statements.
      This
      audit is in addition to our internal audit functions.





Quarterly,
      our independent auditors review our books and records in connection with SEC
      filings. Our Financial Managers, just like everyone else in the Company, are
      prohibited from indirectly or directly taking any action to fraudulently
      influence, coerce, manipulate or mislead the Company's auditors for


the
      purpose of rendering our financial statements misleading. In addition, all
      Financial Managers have the responsibility to assure that complete and full
      information is provided to our internal and external auditors and that they
      receive assistance and cooperation in the performance of their
      duties.





3.
      Comply
      with rules and regulations of federal, state, provincial and local governments,
      and other appropriate private and public regulatory agencies, including the
      SEC.





Financial
      Managers are expected to comply with both the letter and the spirit of all
      applicable governmental laws, rules and regulations that apply to the Company
      and its businesses. This also means that a Financial Manager is expected to
      seek
      assistance when unsure about how a particular law applies.





**Violations
      of this Code**


All
      Financial Managers are accountable to the Company for their individual adherence
      to this Code. A failure to observe the terms of this Code may result in
      disciplinary action, up to and including termination of employment. It is also
      important to note that violations of this Code may also constitute violations
      of
      law and may result in civil and criminal action against the Company, the
      Financial Manager or other Company personnel. Any such civil or criminal action
      may result in a wide variety of penalties or sanctions that are adverse to
      the
      Company, the Financial Manager or other Company personnel, including jail time,
      financial penalties, restatements of previous disclosures, disgorgement of
      profits or bonuses, and cease and desist orders which can bar the Company or
      the
      Financial Manager involved from certain business activities.





**Waivers**


Any
      waiver of this Code will be promptly disclosed to the public in the manner
      required by law. Requests for waivers must be made in writing to the Board
      of
      Directors prior to the occurrence of the violation of the Code.





**Reporting
      Violations**


Financial
      Managers must promptly report observed violations of this Code to the Chair
      of
      the Company's Board of Directors.