ASIAN AMERICAN BUSINESS DEVELOPMENT COMPANY
CODE OF ETHICS AND BUSINESS CONDUCT
FOR
OFFICERS, DIRECTORS AND EMPLOYEES
OF
ASIAN AMERICAN BUSINESS DEVELOPMENT COMPANY

1. TREAT IN AN ETHICAL MANNER THOSE TO WHOM THE COMPANY. HAS AN
OBLIGATION.

The officers, directors and employees of Asian American Business
Development Company (the "Company") are 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 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 observing 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.



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 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) Do not use nonpublic information for personal gain. (2) Do not pass
along such information to someone else who has no need to know.

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

ii. BE TIMELY AND ACCURATE IN ALL PUBLIC REPORTS.

                  As a public company, the Company must be fair and
accurate in all reports filed  with the United States Securities and
Exchange Commission.  Officers, directors and management of the Company
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 principal executive officer and principal
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.

HERE ARE SOME WAYS A CONFLICT OF INTEREST COULD ARISE:


o Employment by a competitor, or potential competitor, regardless of
the nature of the employment, while employed by the Company.

o Acceptance of gifts, payment, or services from those seeking to do
business with the Company.

o Placement of business with a firm owned or controlled by an officer,
director or employee or his/her family.

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

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o Acting as a consultant to the Company, a customer, client or
supplier.

o Seeking the services or advice of an accountant or attorney who has
provided services to the Company.

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.

1. 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.

2. 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 the Company
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.

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

Business integrity is a key standard for the selection and retention of
those who represent the Company.  Agents, representatives and
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.



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4. 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.

5. 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.

6. FOLLOW THE LAW AND USE COMMON SENSE IN POLITIC CONTRIBUTIONS AND
ACTIVITIES.

The Company 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 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.

7. 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.

8. 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.


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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.