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                                                                    EXHIBIT 10.4

                                  EPIXTAR CORP

                       Code of Ethics for Senior Officers

         1. The CEO and all senior financial officers are responsible for full,
fair, accurate, timely and understandable disclosure in the periodic reports
required to be filed by the Company with the SEC. Accordingly, it is the
responsibility of the CEO and each senior financial officer promptly to bring to
the attention of the Disclosure Committee any material information of which he
or she may become aware that affects the disclosures made by the Company in its
public filings or otherwise assist the Board or Disclosure Committee(Disclosure
Committee) in fulfilling its responsibilities as specified in the connection
with internal and disclosure controls and financial reporting(Controls)

         2. The CEO and each senior financial officer shall promptly bring to
the attention of the Disclosure Committee and the Audit Committee as defined
under the securities laws (`Audit Committee") any information he or she may have
concerning (a) significant deficiencies in the design or operation of internal
controls which could adversely affect the Company's ability to record, process,
summarize and report financial data or (b) any fraud, whether or not material,
that involves management or other employees who have a significant role in the
Company's financial reporting, disclosures or internal controls.

         3. The CEO and each senior financial officer shall promptly bring to
the attention of Counsel or the CEO and to the Audit Committee any information
he or she may have concerning any violation of the Company's Code of Business
Conduct and Ethics, including any actual or apparent conflicts of interest
between personal and professional relationships, involving any management or
other employees who have a significant role in the Company's financial
reporting, disclosures or internal controls.

         4. The CEO and each senior financial officer shall promptly bring to
the attention of Counsel or the CEO and to the Audit Committee any information
he or she may have concerning evidence of a material violation of the securities
or other laws, rules or regulations applicable to the Company and the operation
of its business, by the Company or any agent thereof, or of violation of the
Code of Business Conduct and Ethics or of these additional procedures.

         5. The Board of Directors shall determine, or designate appropriate
persons to determine, appropriate actions to be taken in the event of violations
of the Code of Business Conduct and Ethics or of these additional procedures by
the CEO and the Company's senior financial officers. Such actions shall be
reasonably designed to deter wrongdoing and to promote accountability for
adherence to the Code of Business Conduct and Ethics and to these additional
procedures, and shall include written notices to the individual involved that
the Board has determined that there has been a violation, censure by the Board,
demotion or re-assignment of the individual involved, suspension with or without
pay or benefits (as determined by the Board) and termination of the individual's
employment. In determining what action is appropriate in a particular case, the
Board of Directors or such designee shall take into account all relevant
information, including the nature and severity of the violation, whether the
violation was a single occurrence or repeated occurrences, whether the violation
appears to have been intentional or inadvertent, whether the individual in
question had been advised prior to the violation as to the proper course of
action and whether or not the individual in question had committed other
violations in the past.