STATMON TECHNOLOGIES CORP.
                                 CODE OF ETHICS

All  directors,  officers  and  employees  of Statmon  Technologies  Corp.  (the
"Company") shall adhere to and advocate the principles and  responsibilities  in
this Code of Ethics (the "Code") with respect to all matters and issues relating
to the Company.

A. Each  director,  officer and employee of the Company shall to the best of his
or her knowledge and ability:

      1.    Act with fairness, honesty and integrity,  avoiding actual conflicts
            of interest in personal and professional  relationships and handling
            apparent  conflicts  in an  ethical  and open  manner.  Whenever  an
            apparent  or actual  conflict  arises,  each such  individual  shall
            disclose all significant facts relating to any material  transaction
            or relationship  that reasonably could be expected to give rise to a
            conflict.

      2.    Provide the Board of  Directors,  the  executive  officers and other
            employees  of  the  Company  with   information  that  is  accurate,
            complete, objective, relevant, timely and understandable.

      3.    Ensure  the  Company  makes  full,   fair,   accurate,   timely  and
            understandable  disclosures  in reports  and  documents  the Company
            files  with,   or  submits  to,  the  SEC,   and  in  other   public
            communications  made by the  Company.  Each  director,  officer  and
            employee  of the  Company  is  expected  to  promptly  bring  to the
            attention of the  executive  officers any  material  information  of
            which he or she may  become  aware  that  would  likely  affect  the
            disclosures  made by the Company in its public filings,  submissions
            and other public communications.

      4.    Comply with  applicable  rules and  regulations  of federal,  state,
            provincial and local governments,  and other appropriate private and
            public regulatory agencies.

      5.    Act in good faith,  responsibly  and with due care,  competence  and
            diligence   in   all   matters   involving   the   Company   without
            misrepresenting  material  facts or allowing his or her  independent
            judgment to be subordinated.

      6.    Respect the confidentiality of information acquired in the course of
            his or  her  work,  except  when  authorized  or  otherwise  legally
            obligated  to  disclose.  Confidential  information  acquired in the
            course of his or her work must not be used for personal advantage.

      7.    Share  knowledge and maintain  skills  important and relevant to the
            Company's needs.

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      8.    Proactively  promote ethical behavior as a responsible  person among
            those who work in his or her work environment.

      9.    Achieve responsible use of and control over all assets and resources
            employed or entrusted to him or her.

      10.   Report promptly any violation of this Code.

B. Any disclosure or report of violation contemplated by this Code shall be made
promptly either to the Audit Committee or to legal counsel for the Company.  The
Company  will  investigate  any  matter  so  reported  and may take  appropriate
disciplinary  and  corrective  action,  up to and  including  termination.  Such
disciplinary  and  corrective  action  shall  be  reasonably  designed  to deter
wrongdoing and to promote accountability for adherence to this Code. The Company
forbids retaliation against employees who report violations of this Code in good
faith.

C. Any waivers of this Code for  officers or  directors  may be made only by the
Board of Directors or the Audit Committee, and must be promptly disclosed to the
Company's shareholders.

D. This Code is designed to help guide  conduct in unclear  situations  and thus
avoid potential wrongdoing.  All directors,  officers and employees are expected
to read and understand this Code and to adhere to its standards.  This Code does
not and cannot cover every situation. All directors,  officers and employees are
encouraged to seek guidance on any ethical or legal questions from the Company's
executive  officers or legal counsel,  who can assist in determining  the proper
course of conduct.

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