EXHIBIT 99.1


                           DISCOVERY INVESTMENTS, INC.

                                 CODE OF ETHICS

1. Introduction.

                  We are  committed  to  maintaining  the highest  standards  of
ethical  conduct.  This Code of  Ethics  reflects  the  business  practices  and
principles of behavior that support this  commitment.  Our Board of Directors is
responsible for setting the standards of conduct  contained in this Code and for
updating  these  standards  as  appropriate  to  reflect  legal  and  regulatory
developments.  We  expect  every  employee,  officer  and  director  to read and
understand  this  Code  and its  application  to the  performance  of his or her
business  responsibilities.  We will hold each of the  employees,  officers  and
directors of Discovery  Investments,  Inc.,  accountable  for  adherence to this
Code. Those who violate this Code will be subject to disciplinary  action, up to
and including termination.

2. Compliance Officer.

                  The Company had  designated  the  Company's  President  as our
Compliance Officer to administer this Code. Employees, officers or directors, at
their discretion,  may make any report or complaint provided for in this Code to
the Compliance Officer. The Compliance Officer will refer complaints  submitted,
as appropriate,  to the Board of Directors or as appropriate,  legal counsel for
the Company.  If, for any reason,  it would be unproductive to submit complaints
to the Compliance Officer, then the employee,  officer or director should submit
complaints to the Company's legal counsel or directly to the Board of Directors.

3. Compliance With Applicable Laws.

                  All  employees,  officers  and  directors  of the Company must
comply  with all of the laws,  rules and  regulations  of the United  States and
other countries, as well as the states, counties,  cities and other jurisdiction
laws, applicable to the Company or its business.

                  This Code does not summarize all laws,  rules and  regulations
applicable to the Company or its business.  Please  consult with the  Compliance
Officer if you have questions about laws that you think may be applicable to the
Company or its business.


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4. Conflicts Of Interest.

                  A  "conflict  of  interest"  may exist  whenever  the  private
interests  of an  employee,  officer of  director  conflict  in any way (or even
appears to conflict)  with the  interests of the Company.  While our  employees,
officers and  directors  should be free to make personal  investments  and enjoy
social relations and normal business courtesies, they must not have any personal
interests that adversely influence the performance of the job  responsibilities.
A conflict  situation  can arise when an  employee,  officer or  director  takes
action or has interests that may make it difficult to perform his or her Company
work objectively. Conflicts of interest may also arise when an employee, officer
or  director,  or a member  of his or her  family,  receives  improper  personal
benefits as a result of his or her  position in the  Company,  whether  received
from the  Company  or a third  party.  Gifts  to,  loans to,  or  guarantees  of
obligations of,  employees,  officers and directors and their respective  family
members may create conflicts of interest.  Federal law prohibits  personal loans
from the Company to directors and executive officers.  In addition,  in general,
it is a  conflict  to  interest  for a  Company  employee  or  officer  to  work
simultaneously for a competitor,  customer or supplier absent an express written
consent to waiver from the Company.

                  Although  it is not  always  possible  to avoid  conflicts  of
interest,  it is the Company's  policy to prohibit such conflicts when possible.
Conflicts  of interest may not always be  clear-cut,  so if you have a question,
you  should  consult  with the  Compliance  Officer.  Any  employee,  officer or
director who becomes aware of a conflict or potential  conflict  should bring it
to the attention of the Compliance  Officer.  Any employee,  officer or director
who becomes  aware of a conflict or  potential  conflict  should bring it to the
attention of the Compliance Officer or the Company's legal counsel.

5. Corporate Opportunity.

                  Except  as  may  be  approved  by  the  Board  of   Directors,
employees,  officers and directors are prohibited from (a) taking for themselves
personally any opportunities that belong to the Company or are discovered though
the use of corporate  property,  information  or position;  (b) using  corporate
property,  information or position for personal gain; and (c) competing with the
Company.


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6. Confidentiality.

                  All  employees,  officers  and  directors  must  maintain  the
confidentiality of confidential  information entrusted to them by the Company or
its suppliers or customers,  except when disclosure is authorized by the Company
or required by laws,  regulations or legal  proceedings.  The term "confidential
information"  includes, but is not limited to, non-public information that might
be of use to  competitors  of the  Company,  or  harmful  to the  Company or its
customers if disclosed.  Whenever  feasible,  employees,  officers and directors
should  consult  the  Compliance  Officer  if  they  believe  they  have a legal
obligation to disclose confidential information.

7. Fair Dealing.

                  Each employee,  officer and director  should  endeavor to deal
fairly  with the  Company's  customers,  suppliers,  competitors,  officers  and
employees.  None should take unfair  advantage  of anyone  though  manipulation,
concealment,  abuse of  privileged  information,  misrepresentation  of material
facts or any other unfair dealing practice.  Stealing  proprietary  information,
misusing trade secret information that was obtained without the owner's consent,
or inducing such disclosures by past or present  employees of other companies is
prohibited.

8. Protection And Proper Use Company Assets.

                  All  employees,  officers  and  directors  should  protect the
Company's assets and insure their efficient use. Theft, carelessness,  and waste
have a direct impact on the Company's  profitability.  All company assets should
be used for legitimate business purposes.

9. Accounting Complaints.

                  The Audit  Committee of the Board of Directors is  responsible
for  establishing  procedures  for  the  receipt,  retention  and  treatment  of
complaints  regarding  accounting,  internal  accounting  controls  or  auditing
matters.  Employees,  officers or  directors  who have  concerns  or  complaints
submitted to the Audit  Committee  which,  subject to its duties  arising  under
applicable  law,  regulations  and legal  proceedings,  the Audit Committee will
treat such submissions  confidentially.  Such concerns or complaints may be made
anonymously.


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10. Reporting Any Illegal Or Unethical Behavior.

                  Employees are  encouraged to promptly  contact the  Compliance
Officer if the Employee  believes  that the  Employee  has  observed  illegal or
unethical behavior by any officer,  director or employee or by anyone purporting
to be acting on the  Company's  behalf and, the Employee has any doubt about the
best  course of action  in a  particular  situation.  Such  reports  may be made
anonymously.  Confidentiality  will be protected,  subject to  applicable  laws,
regulations or legal proceedings.

11. Enforcement.

                  Any  violators  of this Code will be subject  to  disciplinary
action.  The  disciplinary  action will be determined by the Board of Directors.
The  Company  intends  such  disciplinary  action to reflect our belief that all
employees, officers and directors should be held accountable to the standards of
conduct  set  forth  herein.  Such  disciplinary  action  may  include,  without
limitation,  censure  by  the  Board,  demotion,  re-assignment,  suspension  or
termination, depending on the nature and severity of the violation.

12. No Retaliation.

                  The Company  will not permit  retaliation  of any kind against
anyone who makes a report or  compliant  in good faith that a violation  of this
Code or other illegal or unethical conduct has occurred.

13. Public Company Reports.

                  As a public  company,  it is of critical  importance  that the
Company's  filings with the  Securities and Exchange  Commission be full,  fair,
accurate, timely and understandable. Depending on their respective position with
the  Company,  employees,  officers or  directors  may be called upon to provide
information  necessary to assure that the  Company's  public  reports meet these
requirements. The Company expects employees, officers and directors to take this
responsibility  very  seriously  and to provide  prompt and accurate  answers to
inquiries related to Company's public disclosure requirements.


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14. Reporting By Supervisors.

                  When  any  person   receives  a  report  of  a  violation   or
questionable  behavior  pursuant to this Code,  that person shall be responsible
for  bringing  such  report  to the  attention  of his  or her  supervisor,  the
Compliance Officer, legal counsel or to the Audit Committee, as appropriate,  in
accordance  with  the  reporting  procedures  contained  in this  Code.  Persons
receiving such reports must endeavor to honor any  confidentiality  or anonymity
requests made by the reporting person,  subject to applicable laws,  regulations
or legal proceedings.

15. Amendment, Modification And Waiver.

                  This Code may be  amended,  modified or waived by the Board of
Directors,  subject to the  disclosure  and other  provisions of the  Securities
Exchange  Act of 1934,  as amended,  and the rules and  regulations  promulgated
thereunder.


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