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                                                                    Exhibit 10.4


                       Code of Business Conduct and Ethics
                       -----------------------------------

         Allergy Research Group, Inc. ("ARG") strives to achieve the highest
business and personal ethical standards as well as compliance with the laws and
regulations that apply to our business. Accordingly, the Company will conduct
its business honestly and ethically wherever we operate in the world. We will
constantly improve the quality of our services, products and operations and will
maintain a reputation for honesty, fairness, respect, responsibility, integrity,
trust and sound business judgment. Adherence to this Code will help to ensure
decisions that reflect these standards. No illegal or unethical conduct on the
part of officers, managers, employees or affiliates is in the company's best
interest. ARG will not compromise its principles for short-term advantage. The
ethical performance of this company is the sum of the ethics of the men and
women who work here. Thus, we are all expected to adhere to high standards of
personal integrity.

         This Code cannot and is not intended to cover every applicable law or
provide answers to all questions that might arise; for that we must rely on each
person's good sense of what is right, including a sense of when it is proper to
seek guidance from others on the appropriate course of conduct. Officers,
managers and employees should also refer to the confidential and proprietary
policies contained in the ARG Employee Handbook.

         It is the obligation of each and every officer, manager and employee of
ARG to become familiar with the goals and policies of the Company and to
integrate them into every aspect of our business.

Conflicts of Interest
---------------------

         Officers, managers, and employees of the Company have a duty of loyalty
to the Company and, therefore, must never permit their personal interests to
conflict, or even appear to conflict, with the interests of the company, its
clients or affiliates. Officers, managers and employees must be particularly
careful to avoid representing ARG in any transaction with others with whom there
is any outside business affiliation or relationship. If such a situation arises,
officers, managers and employees must immediately report the circumstances to
their immediate supervisor, officer or director of the Company. Officers,
managers, and employees shall avoid using their Company contacts to advance
their private business or personal interests at the expense of the Company, its
clients or affiliates.

Use of Insider Information
--------------------------

         It is the Company's goal to protect its shareholders' investments
through strict enforcement of the prohibition against insider trading set forth
in the federal securities laws and regulations. Any misuse of material inside
information in connection with trading in the Company's securities can expose an
individual to civil liability and penalties under the Securities Exchange Act.
Under this Act, managers, officers, and employees in possession of material
information not available to the public are "insiders." Spouses, friends,
suppliers, brokers, and others outside the Company who may have acquired such

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information directly or indirectly from an officer, manager or employee are also
"insiders." No insider may buy or sell securities of ARG at a time when in
possession of "material non-public information." Such information includes
information that is regarded as "material" by the Company, or is important
enough to influence you or any other person in the purchase or sale of
securities of the Company or any company with which we do business, which could
be affected by the inside information.

         Officers, managers and employees must not purchase or sell the
Company's securities if they have knowledge of material information concerning
the Company until such information has been disclosed to the public and the
public has had sufficient time to absorb the information. In addition, no
material information may be disclosed to anyone except those within the Company
whose positions require their use of that information until the information has
been publicly released by the Company.

         These prohibitions extend to the purchase and sale of securities of any
other corporation, the value of which is likely to be affected by an action of
the Company of which the employee is aware and which has not been publicly
disclosed.

Gifts, Bribes and Kickbacks
---------------------------

         Other than for modest gifts given or received in the normal course of
business (including travel or entertainment), no officer, manager or employee
may give gifts to, or receive gifts from, the Company's clients and vendors.
Other gifts may be given or accepted only with prior approval of the officer,
manager or employee's supervisor or senior management. In no event should you
put the Company or yourself in a position that would be embarrassing if the gift
was made public.

         Dealing with government employees is often different than dealing with
private persons. Many governmental bodies strictly prohibit the receipt of any
gratuities by their employees, including meals and entertainment. Officers,
managers and employees must be aware of and strictly follow these prohibitions.

         Any officer, manager or employee who pays or receives bribes or
kickbacks will be immediately terminated. A kickback or bribe includes any item
intended to improperly obtain favorable treatment.

Foreign Corrupt Practices Act (FCPA)
------------------------------------

         U.S. law generally prohibits the Company from making or offering to
make a payment, promise or granting another benefit, directly or indirectly, to
a "foreign official," foreign candidate for political office or foreign
political party for the purpose of improperly causing the foreign official or
foreign political party to act or cause an act for the benefit of the Company or
a subsidiary. "Foreign official" may include employees of state-owned foreign
companies as well as governmental officials.

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Confidentiality
---------------

         Officers, managers and employees of ARG will often come into contact
with, or have possession of, proprietary, confidential or business-sensitive
information. Such information must not be disclosed to others, except when such
disclosure is authorized by the Company or legally mandated. This information,
whether it belongs to the Company or any of our clients or affiliates, includes
strategic business plans, operating results, marketing strategies, customer
lists, personnel records, upcoming acquisitions and divestitures, new
investments, or manufacturing costs, processes and methods. Proprietary,
confidential and sensitive business information about our Company, other
companies, individuals and entities must be treated with sensitivity and
discretion and only be disseminated on a need-to-know basis.

         Officers, managers and employees will refrain from gathering competitor
intelligence by improper means and refrain from acting on knowledge that has
been gathered in such a manner. The officers, managers and employees of ARG will
seek to avoid exaggerating or disparaging comparisons of the services and
competence of our competitors.

Disclosure
----------

         ARG is a reporting company under the Securities Act of 1924 and, as
such, has certain disclosure obligations to which it must adhere. Officers,
managers and employees will seek to report all information accurately and
honestly, and as otherwise required by applicable reporting requirements.

         It is the policy of ARG to fully and fairly disclose the financial
condition of the Company in compliance with applicable accounting principles,
laws, rules and regulations. All books and records of the Company shall be kept
in such a way as to fully and fairly reflect all Company transactions.

Equal Employment Opportunity
----------------------------

         ARG's people are a key source to our competitive edge. The Company
strongly supports and recognizes its responsibility to provide equal employment
opportunities to all qualified individuals. Officers, managers and employees
will obey all applicable Equal Employment Opportunity laws and act with respect
and responsibility towards others in all of their dealings.

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Duty to Report and Consequences
-------------------------------

         Every officer, manager and employee has a duty to adhere to this Code
and all existing Company policies, and to promptly disclose any unethical,
dishonest, fraudulent and illegal behavior, or any violation of Company policies
and procedures, directly to management. The Company will investigate any matter
so reported and may take appropriate disciplinary and corrective action, up to
and including termination. The degree of discipline imposed may be influenced by
the existence of voluntary disclosure of any ethical violation whether or not
the violator cooperated in any subsequent investigation. The Company forbids
retaliation against any officer, manager or employee who has reported violations
of this Code in good faith.

         If you have any questions regarding any of the goals or standards
discussed, or policies referenced, in this Code, or have any doubt about whether
your conduct or that of another meets the Company's ethical standards or
compromises the Company's reputation, please refer to the Employee Handbook or
discuss the matter with your immediate supervisor, an officer or a director of
the Company.



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