BIO-BRIDGE SCIENCE, INC.
                       CODE OF BUSINESS CONDUCT AND ETHICS


EXHIBIT 10.11


In the wake of several large corporate scandals and bankruptcies, the SEC and
other governing bodies have implemented additional controls and procedures for
publicly reporting companies. We have always prided ourselves on maintaining the
highest ethical standards, and we have always had certain policies essential to
maintaining our high standards. We believe that our directors, officers and
employees are aware of our commitment to ethics, and that they have worked and
will work hard to meet it. However, to formalize our commitment to certain
critical policies cited by the SEC, our Board of Directors has adopted this Code
of Business Conduct and Ethics. This Code of Business Conduct and Ethics does
not summarize all of our policies. Our employees must also comply with our other
policies set out in our Employee Handbook and elsewhere.

1.    COMPLYING WITH LAWS. We should respect and comply with all applicable
      laws, rules and regulations in the conduct of our business. This includes
      the laws, rules and regulations of the U.S. and each foreign country,
      state, county, city and other jurisdiction in which we conduct business.
      This is true even if a supervisor or anyone in management has directed
      otherwise. If you are ever unsure about the legal course of action, please
      immediately request assistance from your supervisor, or Kevin Lee, our
      Chief Financial Officer.

      The laws with which we comply include "insider trading laws" relating to
      transactions in our stock. Some of our specific responsibilities are set
      out in our Statement of Company Policy on Insider Trading and Public
      Disclosure of Information. Generally, we are not permitted to buy, sell or
      otherwise trade in our securities without specific permission from our SEC
      compliance officer, and then only during specified "window" periods in the
      case of directors and senior executives. Please carefully read our
      policies and procedures regarding insider trading in full and contact
      Kevin Lee, our Chief Financial Officer if you have questions about it.

2.    CONFIDENTIALITY. We must maintain the confidentiality of all sensitive
      information entrusted to us, including all non-public information whose
      disclosure might be of use to our competitors, or harmful to us or our
      customers. Please carefully read our policies regarding Confidentiality
      and Non-Solicitation and contact Kevin Lee if you have questions about it.

3.    CORRUPT PRACTICES. In accordance with the U.S. Foreign Corrupt Practices
      Act and our policies, we are strictly prohibited from giving anything of
      value, directly or indirectly, to foreign government officials or foreign
      political candidates in order to obtain or retain business. In addition,
      we are strictly prohibited from giving U.S. government officials business
      gratuities or gifts. The U.S. government can and has imposed criminal
      sanctions on individuals and entities that have improperly given gifts to
      U.S. government personnel, and the promise, offer or delivery to an
      official or employee of the U.S. government of a gift or other gratuity
      would not only violate our policies, but might also be a criminal offense.
      Please contact Kevin Lee if you believe improper gifts have been, are
      being, or will be made by our employees or directors.

4.    FAIR DEALING. We seek to outperform our competition fairly and honestly
      and seek competitive advantages through superior performance. We do not
      use unethical or illegal business practices to compete. Stealing
      proprietary information, possessing trade secret information that was
      obtained without the owner's consent, or inducing such disclosures by past
      or present employees of other companies is prohibited. We endeavor to deal
      fairly with our customers, suppliers, competitors, officers and employees.
      We should never take unfair advantage of anyone through manipulation,
      concealment, abuse of privileged information, misrepresentation of
      material facts or any other unfair dealing practice.

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5.    PUBLIC COMPANY REPORTING. As a public company, our filings with the SEC
      must be accurate and timely. Whether or not you are directly involved in
      that process, you have several responsibilities:

      o     Depending upon your position, you may be called upon to provide
            information to assure that our public reports are complete, fair and
            understandable. We expect you to take this responsibility very
            seriously and to provide prompt accurate answers to inquiries
            related to our public disclosure requirements.

      o     Our books, records, accounts and financial statements must be
            maintained in reasonable detail, must appropriately reflect our
            transactions and must conform both to applicable legal requirements
            and to the Company's system of internal controls. Unrecorded or "off
            the books" funds or assets should not be maintained unless permitted
            by applicable law or regulation. Additionally, records should always
            be retained or destroyed consistent with our past record retention
            practices.

      o     Our public reports should fairly and accurately reflect what is
            happening at our Company. If you believe they do not, you have a
            responsibility to bring your concerns to the attention of senior
            management or the board.

      Because of the importance of this issue, our Board of Directors has
      adopted the following resolution, which is binding on everyone at the
      Company:

            "Every employee of or consultant to the Company who has, or who
            hears expressed by another person, any concerns about the manner in
            which the Company's financial statements or public reports are
            prepared, the sufficiency of its internal financial controls, the
            honesty or competence of its financial management or independent
            auditors or any other matter within the purview of the Board of
            Directors is directed and strongly encouraged to report the matter
            promptly to any member of the Board. The Board will attempt to keep
            the name of the person reporting the potential issue confidential to
            the extent requested by that person and not inconsistent with the
            best interests of the Company. The Board will not tolerate
            retaliation against any person who reports potential issues to the
            Board in good faith."

      Accordingly, if you have concerns regarding any accounting or auditing
      matters, you may (but are not required to) consult with your supervisor or
      any of our executive officers if you are comfortable doing so. But, unless
      the issues are fully resolved to your satisfaction, or if you are not
      comfortable discussing the matter with our management, you are required to
      submit your concerns or complaints (anonymously, confidentially or
      otherwise) to the Board of Directors. This is true even if your supervisor
      or anyone in management has directed you not to do so. If you ask, we will
      keep your name confidential unless this would violate applicable law or
      our responsibilities to others.

6.    CONFLICTS OF INTEREST. You should avoid conflicts of interest with the
      Company except under guidelines approved by our Board of Directors or a
      committee of our Board. Please refer to our policies and procedures
      regarding conflicts of interest and if you become aware of a conflict of
      interest on the part of anyone at the Company, you must report it to your
      supervisor or directly to Kevin Lee or the Board of Directors.

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      A "conflict of interest" exists whenever your private interests interfere
      or conflict in any way (or even appear to interfere or conflict) with our
      interests. A conflict of interest can arise when you take actions or have
      interests that may make it difficult to perform your work for us
      objectively and effectively. Conflicts of interest may also arise when
      you, or members of your family, receives improper personal benefits as a
      result of your position with us, regardless of from where those benefits
      are received.

      Specifically, it is a conflict of interest for you or a member of your
      immediate family to work simultaneously for one of our competitors,
      customers or suppliers, even as a consultant or board member, to receive
      any form of compensation (including loans or "gifts") from any person with
      whom we are doing business or to own an undisclosed interest in any
      supplier to us (other than an interest of less than 1% in a public
      company). If you or a member of your immediate family receives any
      payments from the Company or any person or entity connected or doing
      business with the Company, it must be disclosed and approved by the
      Company. (This, of course, does not include salary and bonus payments made
      though our payroll, stock option grants under our employee stock option
      plans, or normal business expense reimbursements.)


      Similarly, you owe us a duty to advance our legitimate interests when the
      opportunity to do so arises. You are prohibited from (a) taking for
      yourself personally opportunities that properly belong to the Company or
      are discovered through the use of our property, information or your
      position with us; (b) using corporate property, information or position
      for personal gain; or (c) competing with us.


      Ordinarily, the best policy will be to avoid any direct or indirect
      business connection with our customers, suppliers or competitors, except
      on our behalf. However, regardless of how "natural" or "innocent" a
      conflict may seem, you must report it and can proceed only if the
      relationship is approved in writing by Kevin Lee and the then current
      Chairman of our Board of Directors. If you have any questions about
      whether a situation is a conflict of interest, you should raise the issue
      with your supervisor or directly with Kevin Lee or the then current
      Chairman of our Board of Directors.

7.    REPORTING ANY ILLEGAL OR UNETHICAL BEHAVIOR. The Company can be held
      criminally liable if one of its employees, directors or agents commits
      certain crimes. Accordingly, you must promptly report any knowledge or
      information about employment-related conduct by another employee, director
      or agent of the Company that you reasonably believe to be a crime, a
      material violation of law or regulation, a dishonest act (including
      misappropriation of funds or anything of value from the Company or the
      improper recording of the Company's assets or liabilities), a breach of
      trust or any other conduct that might affect the reputation of the
      Company. You must report the relevant facts promptly to your supervisor.
      If the situation cannot be resolved, or if you feel uncomfortable using
      internal resources for reporting your concerns, you must report the matter
      as directed above.

8.    SPECIAL REQUIREMENTS FOR OFFICERS AND DIRECTORS. Any consent or waiver
      with respect to this Code which involves an Officer or Director of the
      Company must be approved by a majority of disinterested directors on our
      Board of Directors.

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9.       NO RETALIATION. We will not tolerate retaliation of any kind against
         any person who in good faith reports to us potential issues relating to
         violations of law or this Code.


This Code only be amended, modified or waived by our Board of Directors or its
authorized committee, subject to the disclosure and other provisions of the
Securities Exchange Act of 1934.


If you are ever unsure about whether some action would be consistent with this
Code of Business Conduct and Ethics, you should ask us. Similarly, any time you
encounter a situation and you are unsure what to do, you agree to tell us and
ask for help.