LAB123,
      INC.





CODE
      OF
      ETHICS





September
      2006










**Our
      Standards**





As
      an
      employee or director of Lab123, Inc. (“Lab123” or the “Company”) you share the
      privilege and responsibility of upholding our Company’s ethical reputation. You
      do this each time you act honestly, ethically and legally. While many, if not
      most, of the situations you encounter in the conduct of your own or the
      Company’s business or other dealings present clear choices as to proper conduct,
      there are also many situations where making the right choice can be challenging.





We
      have
      prepared this Code of Ethics (the “Code”) to summarize certain key policies and
      procedures that we believe govern doing business in an ethical and legal manner.
      This Code does not describe all of the details or all of the applicable laws,
      regulations or Company policies. Rather, we have attempted to discuss those
      you
      are most likely to encounter. You are expected to understand how our policies
      apply to you and to follow them. We encourage you to discuss any questions
      or
      concerns you may have with your supervisor or to request advice from our Chief
      Operating Officer.





**Responsibilities
      of All Employees and Directors**





All
      employees and directors of the Company are responsible for complying with this
      Code. Any employee or director having information concerning any prohibited
      or
      unlawful act shall promptly report such matter to the Chief Operating Officer.
      (At such time, if any, that we have a General Counsel, all references herein
      to
      the Chief Operating Officer shall mean the General Counsel.) While this is
      the
      preferred reporting procedure, employees should also feel free to report to
      anyone in management, including the Board of Directors, the Chief Financial
      Officer or a Vice President. It could also be appropriate to contact the Audit
      Committee of the Board of Directors through its Chairman.





Employees
      and directors should be advised of this reporting obligation and encouraged
      to
      report any prohibited or unlawful activities of which they are aware. There
      will
      be no reprisals for reporting such information in good faith, even if it later
      turns out that all or some the report is incorrect.





**Conflicts
      of Interest**





Every
      director and employee has a duty to avoid business, financial or other direct
      or
      indirect interests or relationships which conflict with the interests of the
      Company or which divide his or her loyalty to the Company. Any activity which
      even appears to present such a conflict must be avoided or terminated unless,
      after disclosure to the Chief Operating Officer, it is determined and
      communicated in writing to the employee or director that the activity is not
      harmful to the Company or otherwise improper.










A
      conflict or the appearance of a conflict of interest may arise in many ways.
      For
      example, depending on the circumstances, the following may constitute an
      improper conflict of interest:





·
            Ownership
                of or an interest in a competitor or in a business with which the
                Company
                has or is contemplating a relationship (such as a supplier, customer,
                landlord, distributor, licensee/ licensor, etc.) either directly
                or
                indirectly, such as through family members.





·
            Profiting,
                or assisting others to profit, from confidential information or business
                opportunities that are available because of employment by the Company
                or
                being a director of the Company.





·
            Providing
                service to a competitor or a proposed or present supplier or customer
                as
                an employee, director, officer, partner, agent or consultant.





·
            Soliciting
                or accepting gifts, payments, loans, services or any form of compensation
                from suppliers, customers, competitors or others seeking to do business
                with the Company. Social amenities customarily associated with legitimate
                business relationships are permissible. These include the usual forms
                of
                entertainment such as lunches or dinners as well as occasional gifts
                of
                modest value. While it is difficult to define "& customary," "modest,"
                or "usual" by stating a specific dollar amount, common sense should
                dictate what would be considered extravagant or excessive. If a
                disinterested third party would be likely to infer that it affected
                your
                judgment, then it is too much. All of our business dealings must
                be on
                arm's-length terms and free of any favorable treatment resulting
                from the
                personal interest of our employees. Loans to employees from financial
                institutions which do business with the Company are permissible as
                long as
                the loans are made on prevailing terms and conditions.





·
            Influencing
                or attempting to influence any business transaction between the Company
                and another entity in which an employee or director has a direct
                or
                indirect financial interest or acts as a director, officer, employee,
                partner, agent or consultant.





·
            Buying
                or selling securities of any other company using non-public information
                obtained in the performance of an employee's duties, or providing
                such
                information so obtained to others.





Disclosure
      is the key. Any employee or director who has a question about whether any
      situation in which he or she is involved amounts to a conflict of interest
      or
      the appearance of one should disclose the pertinent details, preferably in
      writing, to the Company’s Chief Operating Officer and should not act until
      advised in writing that the action is not harmful to the Company or otherwise
      improper.










To
      summarize, each employee and director is obligated to disclose his or her own
      conflict or any appearance of a conflict of interest. The end result of the
      process of disclosure, discussion and consultation may well be approval of
      certain relationships or transactions on the grounds that, despite appearances,
      they are not harmful to the Company. But all relationships or transactions
      that
      are actual conflicts of interest or may appear to be conflicts of interest
      are
      prohibited, even if they do not harm the Company, unless they have gone through
      this approval process.




**Compliance
      with Laws and Regulations**





Our
      business is subject to extensive governmental regulation. The approval and
      sale
      of medical devices is particularly heavily regulated, but many other aspects
      of
      our business are also covered by statutes and regulations.





It
      is
      company policy to comply with the laws of each state and country in which we
      do
      business. It is the responsibility of our Company's directors, management and
      employees to be familiar with the laws and regulations that relate to our
      business responsibilities and to comply with them.





The
      Chief
      Operating Officer is always available for consultation on the laws which relate
      to our businesses. However, it is the responsibility of management to ensure
      compliance with applicable laws.





If
      an
      employee or director has any question whether a transaction or course of conduct
      complies with applicable statutes or regulations, it is the responsibility
      of
      that employee or director to obtain legal advice from the Chief Operating
      Officer and act in accordance with that advice. It is the responsibility of
      management to ensure that employees are aware of their responsibilities in
      this
      regard.





Set
      forth
      below are several areas of regulated business activity that require particular
      attention.





**Environmental
      Laws and Regulations**





The
      Company is committed to conducting its business in an environmentally sound
      manner. Management and employees are required to be familiar with environmental
      laws and regulations which relate to their employment responsibilities and
      to
      comply with them.





**Drug,
      Medical Device, Diagnostic, Controlled Substance and Consumer Product Safety
      Laws**





Because
      of the complex nature of many regulations, management must take particular
      care
      to ensure appropriate employees are aware of regulatory requirements and take
      necessary steps to comply with them.










**Workplace
      Safety Laws and Regulations**





In
      the
      interest of maintaining a safe and healthy workplace, the Company requires
      full
      compliance with applicable workplace safety and industrial hygiene standards
      mandated by law.





**Compliance
      with Securities Laws**





The
      Company is often required by the securities laws of the United States to
      disclose to the public important information regarding the Company.





An
      employee or director who knows important information about the Company that
      has
      not been disclosed to the public must keep such information confidential. It
      is
      a violation of United States law to purchase or sell Company stock on the
      basis of such important non-public information. Employees and directors may
      not
      do so and may not provide such information to others for that or any other
      purpose.





Directors
      and employees may not buy or sell securities of any other company using
      important non-public information obtained in the performance of their duties.
      Directors and employees may not provide such information so obtained to others.





You
      should understand that securities laws are taken very seriously and government
      agencies have developed extensive ways to monitor securities trading activities.
      Violations of securities laws can result in large civil and criminal penalties
      against companies and individuals.





**Political
      Activities and Contributions**





The
      Company encourages directors and employees to be involved personally in
      political affairs. However, no director or employee shall directly or indirectly
      use or contribute funds or assets of the Company for or to any political party,
      candidate or campaign unless such a use or contribution is lawful and is
      approved in writing by the Chief Operating Officer.





**Respect
      for Trade Secrets**





It
      is the
      policy of Lab123 to respect the trade secrets and proprietary information of
      others. Although information obtained from the public domain is a legitimate
      source of competitive information, a trade secret obtained through improper
      means is not. The unauthorized use of trade secrets or other proprietary
      information could subject both the Company and you to substantial civil
      liability.





If
      a
      competitor's trade secrets or proprietary information are offered to you in
      a
      suspicious manner, or if you have any question about the legitimacy of the
      use
      or acquisition of competitive information, you should contact the Chief
      Operating Officer immediately. No action regarding such information should
      be
      taken before consultation with the Chief Operating Officer.










**Confidentiality
      of Personal Information**





Confidentiality
      applies not only to business information, but to the personal information of
      the
      Company’s employees, former employees, job applicants and other persons. The
      Company requires that personal information be collected, processed, stored
      and
      transferred with adequate precautions to ensure confidentiality and be
      accessible only to those individuals with legitimate reasons to know about
      or
      have access to the information. When appropriate, the Company will ask
      individuals for their consent to the collection, processing, storage and
      transfer of personal information and employees will be given the opportunity
      to
      review their personal data held by the Company and correct any errors
      found.





**Use
      of Funds and Assets and Complete and Accurate Books and Records; Second-Country
      Payments**





Sales
      of
      the Company's products and services, and purchases of products and services
      of
      suppliers, shall be made solely on the basis of quality, price and service,
      and
      never on the basis of giving or receiving payments, gifts, entertainment or
      favors.





No
      Company funds or assets shall be used for any unlawful purpose. No director
      or
      employee shall purchase privileges or special benefits through payment of
      bribes, illegal political contributions, or other illicit payments.





No
      undisclosed or unrecorded fund or asset shall be established for any purpose.





No
      false
      or artificial entries shall be made in the books and records of the Company
      for
      any reason, and no employee shall engage in any arrangement that results in
      such
      prohibited act, even if directed to do so by a supervisor.





No
      payment shall be approved or made with the agreement or understanding that
      any
      part of such payment is to be used for any purpose other than that described
      by
      documents supporting the payment.





No
      payments of any kind (whether commissions, promotional expenses, personal
      expenses, free goods or whatever) shall be made to an unaffiliated distributor
      or sales agent (or employee or agent thereof) in any country other than that
      in
      which the sales were made or in which the distributor or sales agent has a
      substantial place of business. Such payments (sometimes referred to as
      "second-country" payments) may be made to other entities such as suppliers
      of
      goods and services provided under certain circumstances about which counsel
      should be consulted.











**Equal
      Opportunity**





The
      Company’s policy is to provide equal employment opportunities and to treat all
      employees and applicants without regard to personal characteristics such as
      race, color, religion, sexual orientation, gender, age, national origin, marital
      status, pregnancy, disability or veteran status. Managers are responsible for
      implementing this policy.





**Discrimination
      or Harassment**





The
      Company strives to maintain a work environment free of verbal or physical
      harassment regarding racial, ethnic, religious, physical or sexual
      characteristics or any other prohibited factor. This policy applies to conduct
      that is made a condition of employment, is used as a basis for making employment
      or promotion decisions, creates an intimidating, hostile or offensive working
      environment or otherwise unreasonably interferes with an individual’s work
      performance.





The
      Company may be held responsible for the harassment of or discrimination against
      employees by managers or other employees or even non-employees if the Company
      knows or should have known about the behavior and fails to take corrective
      action. Employees should be aware that they are subject to dismissal if they
      engage in harassment or discrimination of others.





**Abuse
      of  Drugs and Alcohol**





Substance
      abuse presents serious health and safety hazards in the workplace. Our policy
      is
      to eliminate substance abuse by our employees. Applicants are subject to
      pre-employment drug testing. The Company also reserves the right to test
      employees who display unusual behavior or where there is reasonable suspicion
      of
      drug or alcohol abuse. Where permitted, employees may also be tested on a
      random, universal basis.