**Corporate
      Governance Manual**


**Ver.
      1.0**





**Code
      of Ethics**





***I.
      Introduction***


This
      Code
      of Business Conduct and Ethics (the "Code") applies to Impact Medical Solutions,
      Inc. and its subsidiaries (collectively, the "Company") and the Company's
      directors, officers, employees and principal consultants (collectively,
“Employees”). Because any illegal or unethical action, or the appearance of
      misconduct or impropriety by anyone acting on the Company's behalf, is
      unacceptable, the Code should also be followed, where appropriate, by the
      Company's agents and representatives, including consultants where specifically
      required.





***II.
      Compliance with the Law***


Employees
      are expected to comply with all of the provisions of this Code. This Code will
      be strictly enforced and violations will be dealt with immediately, including
      subjecting Employees to corrective and/or disciplinary action such as dismissal
      or removal from office. Violations of this Code that involve unlawful conduct
      will be reported to the appropriate authorities. Situations that may involve
      a
      violation of ethics, laws, or this Code may not always be clear and may require
      difficult judgment. Employees, who have concerns or questions about violations
      of laws, rules or regulations, or of this Code, should report them to the Audit
      Committee.





***III.
      Conflict of Interest***


Employees
      must avoid conflicts of interest with the Company. A conflict of interest may
      be
      actual, apparent or potential and exists whenever an individual’s personal
      interests directly or indirectly interfere or conflict or appear to interfere
      or
      conflict with one’s obligations as an employee, director or officer to act in
      the best interests of the Company. Conflicts of interest include:


|· | taking
              for oneself an opportunity discovered through the use of corporate
              information or position;
|- | ------------------------------------------------------------------------------------------------------------------------------

|· | using
              corporate property, information or position for the Employee’s personal
              benefit or intention of benefit, whether direct or indirect; and
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|· | competing
                with the Company.
|- | -------------------------------------------



Where
      a
      situation arises in which a conflict of interest exists or may exist, the
      Employee must handle the situation in an ethical manner. If the Employee has
      any
      doubt as to how a situation is to be handled, the Employee must discuss the
      situation with a senior officer of the Company.





***IV.
      Proprietary Information***


All
      confidential or proprietary information of the Company must be protected.
      Confidential information includes, for example, financial data, acquisition
      and
      sale opportunities, property data exploration and development data. You must
      not
      disclose the Company's confidential or proprietary information to anyone within
      or outside of the Company unless the recipient will generally need this
      information to carry out his or her assigned responsibilities as an employee
      of
      the Company, or as an outsider who has been properly authorized by an officer
      of
      the Company to receive such information. Inquiries from the press, media,
      investors or the public regarding the Company should only be answered by the
      officers or employees designated to respond to such inquiries. The obligation
      not to disclose the Company's confidential or proprietary information continues
      for three years after employment with the Company terminates unless otherwise
      specifically provided in writing.


Corporate
            Governance Manual
 Ver.
            1.0
 
 Impact
            Medical Solutions, Inc.




***V.
      Inside Information and Securities Trading***


In
      the
      course of business activities, you may become aware of nonpublic information
      regarding the business, operations or securities of the Company. It is the
      policy of the Company to prohibit the unauthorized disclosure of any nonpublic
      information and the misuse of material nonpublic information in securities
      trading. It is not possible to define all categories of material information.
      However, information should be regarded as material if there is a reasonable
      likelihood that it would be considered important to an investor in making an
      investment decision regarding the purchase or sale of the Company’s securities.
      Nonpublic information is information that has not been previously disclosed
      to
      the general public and is otherwise not available to the general public. While
      it may be difficult to determine whether particular information is material,
      there are various categories of information that are particularly sensitive
      and,
      as a general rule, should always be considered material. In addition, material
      information may be positive or negative. Examples of such information may
      include:





·  Research
      and clinical trial results, whether positive or negative


·  Joint
      ventures with third parties


·  News
      of a
      pending or proposed merger or acquisition


·  Financial
      results


·  Major
      contract awards, cancellations or write-offs


·  Product
      development milestones


·  News
      of
      the disposition of material assets


·  Impending
      bankruptcy or financial liquidity problems


·  Stock
      splits


·  New
      equity or debt offerings


·  Significant
      litigation exposure due to actual or threatened litigation


·  Changes
      in senior management


·  Projections
      of future earnings or losses


·  Dividend
      issuance decisions





Trading
      on Material Nonpublic Information: With certain limited exceptions, no officer
      or director of the Company, no employee of the Company or its subsidiaries
      and
      no consultant or contractor to the Company or any of its subsidiaries and no
      members of the immediate family or household of any such person, shall engage
      in
      any transaction involving a purchase or sale of the Company’s securities,
      including any offer to purchase or offer to sell, during any period commencing
      with the date that he or she possesses material nonpublic information concerning
      the Company, and ending at 12 pm (EST) on the trading day following the date
      of
      public disclosure of that information (usually by Press Release), or at such
      time as such nonpublic information is no longer material. The term “trading day”
shall mean a day on which national stock exchanges are open for trading.
      Tipping: No insider shall disclose (“tip”) material nonpublic information to any
      other person (including family members) where such information may be used
      by
      such person to his or her profit by trading in the securities of companies
      to
      which such information relates, nor shall such insider or related person make
      recommendations or express opinions on the basis of material nonpublic
      information as to trading in the Company’s securities. Applicability of Insider
      Trading Regulations to Securities of Other Companies: The insider trading
      guidelines described herein also apply to material nonpublic information
      relating to other companies, including the Company’s joint venture partners
      (“business partners”), when that information is obtained in the course of
      employment with, or other services performed on behalf of the Company. All
      employees and consultants should treat material nonpublic information about
      the
      Company’s business partners with the same care as is required with respect to
      information relating directly to the Company.


Corporate
            Governance Manual
 Ver.
            1.0
 
 Impact
            Medical Solutions, Inc.




***VI.
      Accuracy and Retention of Business Records***


A.
      General Accounting standards and applicable U.S. laws require that transactions
      and events relating to the Company's operations and assets must be properly
      recorded in the books and accounts of the Company and accurately reported in
      the
      applicable reports required by and filed with the Securities Exchange
      Commission. As a result, all officers of the Company and all financial personnel
      shall make and retain books, records and accounts that, in reasonable detail,
      accurately, completely and objectively reflect transactions and events, and
      conform both to required accounting principles and to the Company's systems
      of
      internal controls. No false or artificial entries may be made. No entry may
      be
      made or recorded in the Company's books and records or reported in any
      disclosure document that misrepresents, omits, hides or disguises the true
      nature of the event or transaction, and all material entries and reports must
      be
      made in a timely manner. All personnel are responsible for immediately reporting
      any concerns about the Company's financial records and its accounting, internal
      accounting controls and auditing procedures to a senior officer of the Company.





B.
      Records Retention: Certain documents and other records of the Company must
      be
      retained for various periods of time under legal and regulatory requirements.
      All records of the Company should be maintained in accordance with the Company's
      record retention guidelines. In any event, you must not destroy, shred or alter
      records that are in any way related to a threatened, imminent or pending legal
      or administrative proceeding, litigation, audit or investigation. Employees
      who
      become aware of such a proceeding, litigation, audit or investigation must
      immediately contact a senior officer of the Company. Employees should consult
      their supervisor or a Company officer for questions related to the Company's
      record retention guidelines or the propriety of disposing of a Company document
      or record.





***VII.
      Quality of Public Disclosure***


The
      Company is committed to providing information about the Company to the public
      in
      a manner that is consistent with all applicable legal and regulatory
      requirements and that promotes investor confidence by facilitating fair,
      orderly, and efficient behavior. The Company’s reports and documents filed with
      or submitted to securities regulators in the United States, and the Company’s
      other public communications, must include full, fair, accurate, timely, and
      understandable disclosure. All employees who are involved in the Company’s
      disclosure process, including senior officers, are responsible for using their
      best efforts to ensure that the Company meets such requirements. Employees
      are
      prohibited from knowingly misrepresenting, omitting or causing others to
      misrepresent or omit, material information about the Company to others,
      including the Company’s independent auditors.


Corporate
            Governance Manual
 Ver.
            1.0
 
 Impact
            Medical Solutions, Inc.





***VIII.
      Enforcement***


The
      Company's management is charged by the Board of Directors with ensuring that
      this Code and the Company's corporate policies will govern, without exception,
      all business activities of the Company.





**A.
      Waivers of the Code:** In
      certain extraordinary situations, a waiver of a provision of the Code may be
      granted. Any waiver of the Code for executive officers or directors may be
      made
      only by the Company's Board of Directors or the Audit Committee of the Board
      of
      Directors. Waivers will be promptly disclosed as required by applicable laws
      and
      regulations.





**B.
      Violations of the Code:** Violations
      of the Code will not be tolerated by the Company. Reported violations or
      apparent violations will be reviewed by Company management and appropriate
      disciplinary action will be taken, up to and including termination of employment
      or service with the Company.


Corporate
          Governance Manual
 Ver.
          1.0
 
 Impact
          Medical Solutions, Inc.


**Audit
      Committee Charter**





**I:**
            **Purpose**





The
      purpose of the Audit Committee is to assist the Board of Directors’ oversight
      of:





|· | the
              integrity of the Company’s financial
              statements;
|- | --------------------------------------------------------------------------------

|· | the
              Company’s compliance with legal and regulatory
              requirements;
|- | --------------------------------------------------------------------------------------------

|· | the
              independent auditor’s qualifications and independence;
              and
|- | ------------------------------------------------------------------------------------------

|· | the
              performance of the Company’s internal audit function and independent
              auditors.
|- | --------------------------------------------------------------------------------------------------------------




**II.**
            **Structure
                and Membership**





Number .
      The
      Audit Committee shall consist of at least two members of the Board of Directors.





Independence .
      Except
      as otherwise permitted by the applicable rules of The Nasdaq Stock Market and
      Section 301 of the Sarbanes-Oxley Act of 2002 (and the applicable rules
      thereunder), each member of the Audit Committee shall be “independent” as
      defined by such rules and Act.





Financial
      Literacy .
      Each
      member of the Audit Committee shall be able to read and understand fundamental
      financial statements, including the Company’s balance sheet, income statement,
      and cash flow statement, at the time of his or her appointment to the Audit
      Committee.





Chair .
      Unless
      the Board of Directors elects a Chair of the Audit Committee, the Audit
      Committee shall elect a Chair by majority vote.





Compensation .
      The
      compensation of Audit Committee members shall be as determined by the Board
      of
      Directors.





Selection
      and Removal .
      Members
      of the Audit Committee shall be appointed by the Board of Directors. The Board
      of Directors may remove members of the Audit Committee from such committee,
      with
      or without cause.





**III.**
            **Authority
                and Responsibilities**





General





The
      Audit
      Committee shall discharge its responsibilities, and shall assess the information
      provided by the Company's management and the independent auditor, in accordance
      with its business judgment.





**IV.**
            **Oversight
                of Independent Auditors**





Selection. The
      Audit Committee shall have the sole authority to appoint, determine funding
      for,
      and oversee the independent auditors as set forth in Section 301 of the
      Sarbanes-Oxley Act of 2002 (and the applicable rules thereunder).


Corporate
            Governance Manual
 Ver.
            1.0
 
 Impact
            Medical Solutions, Inc.





Independence .
      The
      Audit Committee shall take, or recommend that the full Board of Directors take,
      appropriate action to oversee the independence of the independent auditor.





Compensation .
      The
      Audit Committee shall be directly responsible for setting the compensation
      of
      the independent auditor. The Audit Committee is empowered, without further
      action by the Board of Directors, to cause the Company to pay the compensation
      of the independent auditor established by the Audit Committee.





Oversight .
      The
      independent auditor shall report directly to the Audit Committee and the Audit
      Committee shall be directly responsible for oversight of the work of the
      independent auditor, including resolution of disagreements between Company
      management and the independent auditor regarding financial reporting.





**V.**
            **Review
                of Audited Financial
                Statements**





1. Discussion
      of Audited Financial Statements .
      The
      Audit Committee shall review and discuss with the Company's management and
      independent auditor the Company's audited financial statements.





**VI.**
            **Review
                of Other Financial
                Disclosures**





Independent
      Auditor Review of Interim Financial Statements .
      The
      Audit Committee shall direct the independent auditor to use its best efforts
      to
      perform all reviews of interim financial information prior to disclosure by
      the
      Company of such information.





**VII.**
            **Controls
                and Procedures**





Oversight .
      The
      Audit Committee shall coordinate the Board of Director’s oversight of the
      Company’s internal accounting controls, the Company’s disclosure controls and
      procedures and the Company’s code of conduct.





Procedures
      for Complaints .
      The
      Audit Committee shall establish procedures for (i) the receipt, retention and
      treatment of complaints received by the Company regarding accounting, internal
      accounting controls or auditing matters; and (ii) the confidential, anonymous
      submission by employees of the Company of concerns regarding questionable
      accounting or auditing matters.




Related-Party
      Transactions .
      The
      Audit Committee shall review and, prior to the Company’s engaging in such
      transaction, must approve all related-party transactions.





**VIII.**
            **Procedures
                and Administration**





Meetings .
      The
      Audit Committee shall meet as often as it deems necessary in order to perform
      its responsibilities. The Audit Committee shall keep such records of its
      meetings as it shall deem appropriate.


Corporate
            Governance Manual
 Ver.
            1.0
 
 Impact
            Medical Solutions, Inc.


Subcommittees .
      The
      Audit Committee may form and delegate authority to one or more subcommittees
      (including a subcommittee consisting of a single member), as it deems
      appropriate from time to time under the circumstances. Any decision of a
      subcommittee to preapprove audit or non-audit services shall be presented to
      the
      full Audit Committee at its next scheduled meeting.





Charter .
      At
      least annually, the Audit Committee shall review and reassess the adequacy
      of
      this Charter and recommend any proposed changes to the Board for approval.





Independent
      Advisors .
      The
      Audit Committee shall have the authority to engage such independent legal,
      accounting and other advisors as it deems necessary or appropriate to carry
      out
      its responsibilities. Such independent advisors may be the regular advisors
      to
      the Company. The Audit Committee is empowered, without further action by the
      Board of Directors, to cause the Company to pay the compensation of such
      advisors as established by the Audit Committee.





Investigations .
      The
      Audit Committee shall have the authority to conduct or authorize investigations
      into any matters within the scope of its responsibilities as it shall deem
      appropriate, including the authority to request any officer, employee or advisor
      of the Company to meet with the Audit Committee or any advisors engaged by
      the
      Audit Committee.





**References
      - Audit Committee Charter**





**Section
      301: Public Company Audit Committees.**


Each
      member of the audit committee shall be a member of the board of directors of
      the
      issuer, and shall otherwise be independent.





"Independent"
      is defined as not receiving, other than for service on the board, any
      consulting, advisory, or other compensatory fee from the issuer, and as not
      being an affiliated person of the issuer, or any subsidiary
      thereof.





The
      audit
      committee of a company shall be directly responsible for the appointment,
      compensation, and oversight of the work of any registered public accounting
      firm
      employed by that company.





The
      audit
      committee shall establish procedures for the "receipt, retention, and treatment
      of complaints" received by the company regarding accounting, internal controls,
      and auditing.


Each
      audit committee shall have the authority to engage independent counsel or other
      advisors, as it determines necessary to carry out its duties.





Each
      company shall provide appropriate funding to the audit committee.





Corporate
          Governance Manual
 Ver.
          1.0
 
 Impact
          Medical Solutions, Inc.


**Corporate
      Governance and Nominating Committee Charter**





**A.
      Purpose**





The
      purpose of the Nominating and Corporate Governance Committee is to:


|· | Recommend
              to the Board the persons to be nominated by the Board for election
              as
              directors at the annual meeting of
              stockholders;
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|· | Develop
              and recommend to the Board a set of corporate governance principles
              applicable to the Company; and
|- | --------------------------------------------------------------------------------------------------------------------------------------

|· | Oversee
              the evaluation of the Board.
|- | --------------------------------------------------




**B.
      Structure and Membership**


|1. | Number.
              The Nominating and Corporate Governance Committee shall consist of
              such
              number of directors as the Board shall from time to time
              determine.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2. | Independence.
              Except as otherwise permitted by the applicable rules of NASDAQ, each
              member of the Nominating and Corporate Governance Committee shall be
              “independent” as defined by such rules.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3. | Chair.
              Unless the Board elects a Chair of the Nominating and Corporate Governance
              Committee, the Committee shall elect a Chair by majority
              vote.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4. | Compensation.
              The compensation of Nominating and Corporate Governance Committee members
              shall be as determined by the Board.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------

|5. | Selection
              and Removal.
              Members of the Nominating and Corporate Governance Committee shall
              be
              appointed by the Board. The Board may remove members of the Nominating
              and
              Corporate Governance Committee from such Committee, with or without
              cause.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




**C.
      Authority and Responsibilities**





**Board
      and Committee Membership**





|1. | Selection
              of Director Nominees.Except where the Company is legally required by contract or otherwise
              to
              provide third parties with the ability to nominate directors, the
              Nominating and Corporate Governance Committee shall be responsible
              for
              recommending to the Board the persons to be nominated by the Board
              for
              election as directors at the annual meeting of stockholders and the
              persons to be elected by the Board to fill any vacancies on the
              Board.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|2. | Criteria
              for Selecting Directors.The Board’s criteria for selecting directors are as set forth in the
              Company’s Corporate Governance Guidelines. The Nominating and Corporate
              Governance Committee shall use such criteria and the principles set
              forth
              in such Guidelines to guide its director selection
              process.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|3. | Corporate
              Governance Guidelines.The Nominating and Corporate Governance Committee shall develop and
              recommend to the Board a set of Corporate Governance Guidelines applicable
              to the Company. The Committee shall, from time to time as it deems
              appropriate, review and reassess the adequacy of such Corporate Governance
              Guidelines and recommend any proposed changes to the Board for
              approval.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Corporate
            Governance Manual
 Ver.
            1.0
 
 Impact
            Medical Solutions, Inc.




|4. | Evaluation
              of the Board.The Nominating and Corporate Governance Committee shall be responsible
              for
              overseeing from time to time as it deems appropriate, self-evaluation
              of
              the Board to determine whether it and its committees are functioning
              effectively. The Committee shall determine the nature of the evaluation
              and supervise the conduct of the
              evaluation.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




**D.
      Procedures and Administration**





|1. | Meetings.
              The Nominating and Corporate Governance Committee shall meet as often
              as
              it deems necessary in order to be perform its responsibilities. The
              Committee shall keep such records of its meetings as it shall deem
              appropriate.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|2. | Charter.
              The Nominating and Corporate Governance Committee shall, from time
              to time
              as it deems appropriate, review and reassess the adequacy of this Charter
              and recommend any proposed changes to the Board for
              approval.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|3. | Independent
              Advisors.
              The Nominating and Corporate Governance Committee shall have the authority
              to engage such independent legal and other advisors as it deems necessary
              or appropriate to carry out its responsibilities. Such independent
              advisors may be the regular advisors to the Company. The Committee
              is
              empowered, without further action by the Board, to cause the Company
              to
              pay the compensation of such advisors as established by the
              Committee.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|4. | Investigations.
              The Nominating and Corporate Governance Committee shall have the authority
              to conduct or authorize investigations into any matters within the
              scope
              of its responsibilities as it shall deem appropriate, including the
              authority to request any officer, employee or advisor of the Company
              to
              meet with the Committee or any advisors engaged by the
              Committee.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Corporate
            Governance Manual
 Ver.
            1.0