GENIO GROUP, INC.

                       CODE OF BUSINESS CONDUCT AND ETHICS

      Genio Group, Inc. (the "Company") has adopted the following Code of
Business Conduct and Ethics (this "Code") for directors and executive officers
of the Company. This Code is intended to focus the Board and each director and
executive officer on areas of ethical risk, provide guidance to directors and
executive officer to help them recognize and deal with ethical issues, provide
mechanisms to report unethical conduct, and help foster a culture of honesty and
accountability. Each director and executive officer must comply with the letter
and spirit of this Code.

      No code or policy can anticipate every situation that may arise.
Accordingly, this Code is intended to serve as a source of guiding principles
for directors and executive officers. Directors and executive officers are
encouraged to bring questions about particular circumstances that may implicate
one or more of the provisions of this Code to the attention of the Chairman of
the Audit Committee, who may consult with inside or outside legal counsel as
appropriate.

1.    Maintain Fiduciary Duties

      Directors and executive officers must be loyal to the Company and must act
at all times in the best interest of the Company and its shareholders and
subordinate self-interest to the corporate and shareholder good. Directors and
executive officers should never use their position to make a personal profit.
Directors and executive officers must perform their duties in good faith, with
sound business judgment and with the care of a prudent person.

2.    Conflict of Interest.

      A "conflict of interest" occurs when the private interest of a director or
executive officer interferes in any way, or appears to interfere, with the
interests of the Company as a whole. Conflicts of interest also arise when a
director or executive officer, or a member of his or her immediate family,1
receives improper personal benefits as a result of his or her position as a
director or executive officer of the Company. Loans to, or guarantees of the
obligations of, a director or executive officer, or a member of his or her
family, may create conflicts of interest.

      Directors and executive officers must avoid conflicts of interest with the
Company. Any situation that involves, or may reasonably be expected to involve,
a conflict of interest with the Company must be disclosed immediately to the
Chairman of the Governance Committee and the Chairman of the Board.

----------
1     New York Stock Exchange proposed Rule 303A(2)(b) defines "immediate
      family" to include a person's spouse, parents, children, siblings,
      mothers-in-law and fathers-in-law, sons and daughters-in-law, and anyone
      (other than employees of such person) who share such person's home.

<PAGE>

            This Code does not attempt to describe all possible conflicts of
interest which could develop. Some of the more common conflicts from which
directors and executive offices must refrain, however, are set out below.

      o     Relationship of Company with third-parties. Directors and executive
            officers may not engage in any conduct or activities that are
            inconsistent with the Company's best interests or that disrupt or
            impair the Company's relationship with any person or entity with
            which the Company has or proposes to enter into a business or
            contractual relationship.

      o     Compensation from non-Company sources. Directors and executive
            officers may not accept compensation, in any form, for services
            performed for the Company from any source other than the Company.

      o     Gifts. Directors and executive officers and members of their
            families may not offer, give or receive gifts from persons or
            entities who deal with the Company in those cases where any such
            gift is being made in order to influence the actions of a director
            as member of the Board or the actions of an executive officer as an
            officer of the Company, or where acceptance of the gifts would
            create the appearance of a conflict of interest.

3.    Corporate Opportunities.

      Directors and executive officers owe a duty to the Company to advance its
legitimate interests when the opportunity to do so arises. Directors and
executive officers are prohibited from: (a) taking for themselves personally
opportunities that are discovered through the use of corporate property,
information or the director's or executive officer's position; (b) using the
Company's property, information, or position for personal gain; or (c) competing
with the Company, directly or indirectly, for business opportunities, provided,
however, if the Company's disinterested directors determine that the Company
will not pursue an opportunity that relates to the Company's business, a
director or executive officer may do so.

4.    Confidentiality.

      Directors and executive officers must maintain the confidentiality of
information entrusted to them by the Company or its customers, and any other
confidential information about the Company that comes to them, from whatever
source, in their capacity as director or executive officer, except when
disclosure is authorized or required by laws or regulations. Confidential
information includes all non-public information that might be of use to
competitors, or harmful to the Company or its customers, if disclosed.

5.    Protection and Proper Use of Company Assets.

      Directors and executive officers must protect the Company's assets and
ensure their efficient use. Theft, loss, misuse, carelessness and waste of
assets have a direct impact on the Company's profitability. Directors and
executive officers must not use


                                       2
<PAGE>

Company time, employees, supplies, equipment, tools, buildings or other assets
for personal benefit without prior authorization from the Chairman of the
Governance Committee or as part of a compensation or expense reimbursement
program available to all directors or executive officers.

6.    Fair Dealing.

      Directors and executive officers shall deal fairly and oversee fair
dealing by employees and officers with the Company's directors, officers,
employees, customers, suppliers and competitors. None should take unfair
advantage of anyone through manipulation,, concealment, abuse of privileged
information, misrepresentation of material facts or any other unfair dealing
practices.

7.    Compliance with Laws, Rules and Regulations.

      Directors and executive officers shall comply, and oversee compliance by
employees, officers and other directors, with all laws, rules and regulations
applicable to the Company, including insider-trading laws. Transactions in
Company securities are governed by Company Policy entitled "Insider Trading
Policy."

8.    Waivers of the Code of Business Conduct and Ethics.

      Any waiver of this Code may be made only by the Board or a Board committee
and must be promptly disclosed to the Company's shareholders.

9.    Encouraging the Reporting of any Illegal or Unethical Behavior.

      Directors and executive officers should promote ethical behavior and take
steps to ensure the Company (a) encourages employees to talk to supervisors,
managers and other appropriate personnel when in doubt about the best course of
action in a particular situation; (b) encourages employees to report violations
of laws, rules or regulations to appropriate personnel; and (c) informs
employees that the Company will not permit retaliation for reports made in good
faith.

10.   Failure to Comply; Compliance Procedures.

      A failure by any director or executive officer to comply with the laws or
regulations governing the Company's business, this Code or any other Company
policy or requirement may result in disciplinary action, and, if warranted,
legal proceedings.

Directors and executive officers should communicate any suspected violations of
this Code promptly to the Chairman of the Audit Committee. Violations will be
investigated by the Board or by a person or persons designated by the Board and
appropriate action will be taken in the event of any violations of this Code.


                                       3