**NEXTPHASE
      WIRELESS, INC.**





**Code
      of Business Conduct and Ethics**





**For**





**Directors,
      Officers and Managers**





**(Effective
      July 14, 2005)**





**Introduction**





This
      Code
      of Ethics (the “ Code ”)
      embodies the commitment of **NextPhase
      Wireless, Inc.** and our
      subsidiaries to conduct our business in accordance with all applicable laws,
      rules and regulations and the highest ethical standards. All of our directors,
      officers and managers, (“ Covered
      Parties ”)
      are
      expected to adhere to the principles and procedures set forth in this Code.
      For
      purposes of Section 406 of the Sarbanes-Oxley Act of 2002 and the rules
      promulgated thereunder, Sections A, B, C, D, G and I of this Code shall be
      our
      code of ethics for our principal executive officer, principal financial officer,
      principal accounting officer or controller, or persons performing similar
      functions. This Code is separate and apart from, and in addition to, any other
      policies our company may have in effect, from time to time, relating to our
      employees, officers and Board of Directors.




***A.***  ***Code
      Compliance and Reporting***




The
      Covered Parties should strive to identify and raise potential issues before
      they
      lead to problems, and should ask about the application of this Code whenever
      in
      doubt. Any Covered Party who becomes aware of any existing or potential
      violation of this Code should promptly notify the Audit Committee of our Board
      of Directors or, if we do not have an Audit Committee, each member of our Board
      of Directors (see Exhibit
      A attached
      hereto for contact information) (we refer to such contacts as the “ Appropriate
      Ethics Contact ”).
      We
      will take such disciplinary or preventive action as we deem appropriate to
      address any existing or potential violation of this Code brought to our
      attention.




Any
      questions relating to how these policies should be interpreted or applied should
      be addressed to the Appropriate Ethics Contact.






***B.***  ***Personal
      Conflicts of Interest and Related Party Transactions***






A
      “personal conflict of interest” occurs when an individual’s private interest
      improperly interferes with the interests of the company. Personal conflicts
      of
      interest, whether actual or apparent, are prohibited as a matter of company
      policy, unless they have been approved or waived by the company. In particular,
      a Covered Party must never use or attempt to use his or her position at the
      company to obtain any improper personal benefit for himself or herself, for
      his
      or her family members, or for any other person, including loans or guarantees
      of
      obligations, from any person or entity, use of corporate property, information
      or opportunity.







Service
      to the company should never be subordinated to personal gain and advantage.
      Conflicts of interest, whether actual or apparent, should, to the extent
      possible, be avoided.




To
      ensure
      good faith negotiation, fair dealing and stockholder value, the company has
      adopted a policy relating to related party transactions. To this end, any
      and
      all transactions contemplated to be entered into between the company and any
      Related Person, Related Entity or Family Member (each as defined below) must
      be
      on terms that are commercially reasonable and no less favorable to the company
      as the company could obtain from unrelated third parties and such terms must
      be
      approved by a majority of the disinterested members of the Board of Directors.
      For purposes of this policy, the term (i) “Related Person” shall mean any
      officer, director or holder of more than 5% of the outstanding voting stock
      of
      the company or any subsidiary thereof, (ii) “Related Entity” shall mean any
      corporation, partnership, limited liability company, association or other entity
      in which a Related Person is an officer, director, manager or holder of more
      than 5% of the outstanding voting interests thereof, and (iii) “Family Member”
      shall mean the Related Person’s spouse, any other natural person who is related
      to the Related Person or his or her spouse to the second degree and any other
      natural person who resides with the Related Person.




Any
      Covered Party who is aware of a material transaction or relationship that could
      reasonably be expected to give rise to a conflict of interest or any related
      party transaction should discuss the matter promptly with the Appropriate Ethics
      Contact.




***C.***  ***Public
      Disclosure, Confidentiality and Dissemination of
      Information***






It
      is
      company policy that the information in our public communications, including
      our
      filings made with the United States Securities and Exchange Commission, and
      included on our website, be full, fair, accurate, timely and understandable.
      All
      Covered Parties who are involved in the company’s disclosure process, are
      responsible for acting in furtherance of this policy. In particular, these
      individuals are required to maintain familiarity with the disclosure
      requirements applicable to the company and are prohibited from knowingly
      misrepresenting, omitting, or causing others to misrepresent or omit, material
      facts about the company to others, whether within or outside the company,
      including the company's independent auditors.






It
      is
      also company policy that all Covered Parties must maintain, as a condition
      to
      their employment, the confidentiality of confidential information entrusted
      to
      them by the company or its suppliers and customers, except when disclosure
      is
      explicitly authorized or required by laws or regulations or approved by our
      Board of Directors. Confidential information includes all non-public information
      that might be of use to competitors, or harmful to the company or its customers,
      if disclosed. It also includes information that suppliers and customers have
      entrusted to us. The obligation to preserve confidential information continues
      even after employment ends.






It
      is
      very important that the information disseminated about the company be both
      accurate, consistent and appropriate within the regulatory framework in which
      the company must operate. For this reason, the company has instituted a policy
      which requires all dissemination of non-public information relating to the
      company be approved by the Company’s Chief Executive Officer. The Chief
      Executive Officer’s approval process for the dissemination of information in
      each instance will include the following determinations: the circumstance giving
      rise to the need or desirability to disseminate information, who will be
      authorized to disseminate the information, whether any conditions, limitations
      or restrictions will be placed on the recipient of the non-public information,
      and what information may be disseminated. Additionally, the dissemination of
      any
      information (public or non-public) in extraordinary/non-routine transactions
      and
      situations, must be authorized by the Chief Executive Officer, and the same
      standards and procedure relating to the dissemination of non-public information
      will apply. Examples of such extraordinary/non-routine transaction or situations
      include, among other things, capital raising transactions (issuances of common
      stock, convertible or non-convertible preferred stock, warrants and other equity
      securities, convertible or non-convertible debt, lines of credit and any
      combination thereof), mergers, acquisitions and sales or dispositions of
      material assets or equity in subsidiaries or other companies, discussions with
      analysts and/or public and private securities offerings or sales by the Company
      or its security-holders.


2
 ***D.***  ***Compliance
        with Laws, Rules and Regulations***






It
      is
      company policy to comply with all applicable laws, rules and regulations. It
      is
      the personal responsibility of each Covered Party to adhere to the standards
      and
      restrictions imposed by those laws, rules and regulations. If a Covered Party
      is
      not aware or familiar with the laws, rules or regulations that apply
      specifically to our business, they must request that the Appropriate Ethics
      Contact provide such information.






Generally,
      it is both illegal and against company policy for any Covered Party who is
      aware
      of material nonpublic information relating to the company, any of the company's
      clients or any other private or governmental issuer of securities to buy or
      sell
      any securities of those issuers, or recommend that another person buy, sell
      or
      hold the securities of those issuers.






More
      detailed rules governing the trading of securities by a Covered Party are
      contained in our Insider Trading Policy. Any Covered Party who is uncertain
      about the legal rules involving his or her purchase or sale of any company
      securities or any securities in issuers that he or she is familiar with by
      virtue of his or her work for the company should consult with the Appropriate
      Ethics Contacts before making any such purchase or sale.






***E.***  ***Protection
      and Proper Use of Company Assets***






All
      Covered Parties should endeavor to protect the company’s assets and ensure their
      efficient use. Theft, carelessness, and waste have a direct impact on the
      company’s profitability. Any suspected incident of fraud or theft should be
      immediately reported for investigation. Company equipment should not be used
      for
      non-company business, though incidental personal use may be
      permitted.






The
      obligation of a Covered Party to protect the company’s assets includes its
      proprietary information. Proprietary information includes intellectual property
      such as trade secrets, patents, trademarks, and copyrights, as well as business,
      marketing and service plans, engineering, manufacturing ideas, designs,
      databases, records, salary information and any unpublished financial data and
      reports. Unauthorized use or distribution of this information would violate
      company policy. It could also be illegal and result in civil or even criminal
      penalties.


3


***F.***  ***Reporting
      any Illegal or Unethical Behavior***






Each
      Covered Party is encouraged to talk to the Appropriate Ethics Contact about
      illegal or unethical behavior and when in doubt about the best course of action
      in a particular situation. It is the policy of the company not to allow
      retaliation for reports of misconduct by others made in good faith by a Covered
      Party. Covered Parties are expected to cooperate in internal investigations
      of
      misconduct, a failure of which may be deemed grounds for termination or
      suspension of employment.






***G.***  ***Compliance
      Procedures***






We
      must
      all work to ensure prompt and consistent action against violations of this
      Code.
      However, in some situations it is difficult to know right from wrong. Since
      we
      cannot anticipate every situation that will arise, it is important that we
      have
      a way to approach a new question or problem. These are the steps to keep in
      mind:






·
            Make
                sure you have all the facts.
                In order to reach the right solutions, we must be as fully informed
                as
                possible.






·
            Ask
                yourself: What specifically am I being asked to do? Does it seem
                unethical
                or improper?
                This will enable you to focus on the specific question you are faced
                with,
                and the alternatives you have. Use your judgment and common sense;
                if
                something seems unethical or improper, it probably
                is.






·
            Clarify
                your responsibility and role.
                In most situations, there is shared responsibility. Are your colleagues
                informed? It may help to get others involved and discuss the
                problem.






·
            Discuss
                the problem with the Audit Committee, or if there is no Audit Committee,
                the Board of Directors.
                This is the basic guidance for all
                situations.






·
            You
                may report ethical violations in confidence and without fear of
                retaliation.
                If your situation requires that your identity be kept secret, your
                anonymity will be protected. As stated earlier, the company does
                not
                permit retaliation of any kind against employees for good faith reports
                of
                ethical violations.






·
            Always
                ask first, act later:
                If you are unsure of what to do in any situation, seek guidancebefore
                you act.






***H.***  ***Special
      Ethics Obligations For Employees and Officers with Financial Reporting
      Obligations***






Financial
      and Accounting Officers and Managers hold an important and elevated role in
      corporate governance. As a result of this elevated role, Financial and
      Accounting Officers and Managers are vested with both the responsibility and
      authority to protect, balance, and preserve the interests of all of the
      company’s stakeholders, including shareholders, clients, employees, suppliers,
      and citizens of the communities in which our business is conducted. Financial
      and Accounting Officers and Mangers fulfill this responsibility by prescribing
      and enforcing the policies and procedures employed in the operation of the
      company’s financial organization, and by demonstrating the
      following:


4
  Financial
        and Accounting Officers and Managers will exhibit and promote the highest
        standards of honest and ethical conduct through the establishment and operation
        of policies and procedures that:




·
            Encourage
                professional integrity in all aspects of the financial organization,
                by
                eliminating inhibitions and barriers to responsible behavior, such
                as
                coercion, fear of reprisal, or alienation from the financial organization
                or the enterprise itself.






·
            Prohibit
                and eliminate the occurrence of conflicts between what is in the
                best
                interest of the enterprise and what could result in material personal
                gain
                for a member of the financial organization, including Financial and
                Accounting Officers and Managers.






·
            Provide
                a mechanism for members of the finance organization to inform the
                Audit
                Committee, or if there is no Audit Committee, the Board of Directors,
                of
                deviations in practice from policies and procedures governing honest
                and
                ethical behavior.






Financial
      and Accounting Officers and Managers will establish and manage the enterprise
      transaction and reporting systems and procedures to ensure that:






·
            Business
                transactions, expenses, and requests for reimbursement of expenses
                are
                properly authorized, and to the extent required, completely and accurately
                recorded on the company’s books and records in accordance with Generally
                Accepted Accounting Principles (GAAP) and established company financial
                policy.






·
            The
                retention or proper disposal of company records shall be in accordance
                with applicable legal and regulatory
                requirements.






·
            Periodic
                financial communications and reports will be delivered in a manner
                that
                facilitates a high degree of clarity of content and meaning so that
                readers and users can determine their significant and
                consequence.






***I.***  ***Amendment,
      Modification and Waiver***




This
      Code
      may be amended or modified by our Board of Directors. Waivers of this Code
      may
      only be granted by the Audit Committee, or if we do not have an Audit Committee,
      our Board of Directors. Waivers will be disclosed as required by the Securities
      Exchange Act of 1934, as amended, and the rules promulgated thereunder and
      any
      applicable rules relating to the maintenance of the listing of our securities
      on
      any stock exchange.


5


**EXHIBIT
      A**





**Appropriate
      Ethics Contact**





NextPhase
      Wireless, Inc. Audit Committee 1


NextPhase
      Wireless, Inc.


300
      S.
      Harbor Boulevard, Suite 500


Anaheim,
      California 92805





Or
      via
      Email at: ethics@npwireless.com











****Note:
      The above e-mail address must be created and all mail received must be***


***automatically
                forwarded to the members of the audit
                committee.***





1  If
          there
          is no Audit Committee, communications addressed to the Audit Committee
          will be
          given to each member of the Company’s Board of
          Directors.