March 2004

                            INFORMEDIX HOLDINGS, INC.
                                 CODE OF ETHICS

This InforMedix Holdings, Inc. Code of Ethics applies to the principal executive
officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions, of InforMedix Holdings,
Inc. (the "Company"). The Company expects all of its employees to act in
accordance with the highest standards of personal and professional integrity in
all aspects of their activities, to comply with all applicable laws, rules and
regulations, to deter wrongdoing and abide by the policies and procedures
adopted by the Company that govern the conduct of its employees.

You agree to:

      (a)   Engage in and promote honest and ethical conduct, including the
            ethical handling of actual or apparent conflicts of interest between
            personal and professional relationships;

      (b)   Avoid conflicts of interest and to disclose to the Corporate
            Governance Committee of the Company (if none exists, then to the
            full Board of Directors) any material transaction or relationship
            that reasonably could be expected to give rise to such a conflict;

      (c)   Take all reasonable measures to protect the confidentiality of
            non-public information about the Company and their customers
            obtained or created in connection with your activities and to
            prevent the unauthorized disclosure of such information unless
            required by applicable law or regulation or legal or regulatory
            process;

      (d)   Produce full, fair, accurate, timely, and understandable disclosure
            in reports and documents that the Company files with, or submits to,
            the Securities and Exchange Commission and other regulators and in
            other public communications made by the Company;

      (e)   Comply with applicable governmental laws, rules and regulations, as
            well as the rules and regulations of self-regulatory organizations
            of which the Company is a member; and

      (f)   Promptly report any possible violation of this Code of Ethics to the
            Corporate Governance Committee of the Company.

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You are prohibited from directly or indirectly taking any action to fraudulently
influence, coerce, manipulate or mislead the Company's independent public
auditors for the purpose of rendering the financial statements of the Company or
its subsidiaries misleading.

You understand that you will be held accountable for your adherence to this Code
of Ethics. Your failure to observe the terms of this Code of Ethics may result
in disciplinary action, up to and including termination of employment.
Violations of this Code of Ethics may also constitute violations of law and may
result in civil and criminal penalties for you and/or the Company.

If you have any questions regarding the best course of action in a particular
situation, you should promptly contact the Corporate Governance Committee of the
Company. You may choose to remain anonymous in reporting any possible violation
of this Code of Ethics.

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            YOUR PERSONAL COMMITMENT TO THE INFORMEDIX HOLDINGS, INC.
                                 CODE OF ETHICS

I acknowledge that I have received and read the InforMedix Holdings, Inc. Code
of Ethics, dated March 2004, and understand my obligations as an employee to
comply with the Code of Ethics.

I understand that my agreement to comply with the Code of Ethics does not
constitute a contract of employment.

Please sign here: _____________________                  Date:  ________________


Please print your name:  __________________


This signed and completed form must be returned to the InforMedix Holdings, Inc.
Board of Directors.