CODE OF BUSINESS CONDUCT AND ETHICS
                                       FOR
                             CELERITY SYSTEMS, INC.


INTRODUCTION

     CELERITY  SYSTEMS,  INC.  (the  "Company")  is  committed  to  the  highest
standards of legal and ethical conduct. This Code of Business Conduct and Ethics
(the  "Code")  sets  forth the  Company's  policies  with  respect to the way we
conduct ourselves  individually and operate our business. The provisions of this
Code are designed to deter  wrongdoing and to promote honest and ethical conduct
among our employees, officers and directors.

     In the course of performing  our various  roles in the Company,  each of us
will  encounter  ethical  questions  in  different  forms and under a variety of
circumstances.  Moments of ethical  uncertainty  may arise in our dealings  with
fellow employees of the Company,  with customers,  or with other parties such as
government entities or members of our community. In achieving the high ground of
ethical behavior, compliance with governmental laws is not enough. Our employees
should never be content with simply obeying the letter of the law, but must also
strive to comport themselves in an honest and ethical manner. This Code provides
clear rules to assist our employees, directors and officers in taking the proper
actions when faced with an ethical dilemma.

     The reputation of the Company is our greatest asset and its value relies on
the character of its employees. In order to protect this asset, the Company will
not tolerate unethical behavior by employees,  officers or directors.  Those who
violate the standards in this Code will be subject to  disciplinary  action.  If
you are concerned  about taking an action that may violate the Code or are aware
of a  violation  by  another  employee,  an officer  or a  director,  follow the
guidelines set forth in Sections 10 and 11 of this Code.

     This Code applies  equally to all employees,  officers and directors of the
Company. All references to employees contained in this Code should be understood
as referring to officers and directors as well.

1.   COMPLIANCE WITH LAWS, RULES AND REGULATIONS

     Company  policy  requires  that  the  Company,  as well  as all  employees,
officers and directors of the Company, comply fully with both the spirit and the
letter of all laws, rules and  regulations.  Whenever an applicable law, rule or
regulation  is unclear  or seems to  conflict  with  either  another  law or any
provision of this Code, all employees,  officers and directors are urged to seek
clarification from their supervisor,  the appropriate compliance official or the
Chief Executive  Officer.  See Section 11 for contact  information.  Beyond mere
compliance  with the law, we should always conduct our business with the highest
standards of honesty and integrity - wherever we operate.

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2.   CONFLICTS OF INTEREST

     Every  employee has a primary  business  responsibility  to the Company and
must avoid conflicts of interest. A conflict of interest arises when an employee
takes  actions or enters into  relationships  that oppose the  interests  of the
Company,  harm  the  Company's  reputation  or  interfere  with  the  employee's
performance or  independent  judgment when carrying out any actions on behalf of
the Company. The Company strictly prohibits its employees from taking any action
or entering into any relationship,  personal or professional,  that creates,  or
even appears to create, a conflict of interest.

     A conflict  situation can arise when a director,  officer or employee takes
actions or has  interests  that may make it difficult to perform his or her work
for the Company  objectively  and  effectively.  Conflicts of interests may also
arise when a director,  officer or  employee,  or a member of his or her family,
receives an improper  personal  benefit as a result of his or her position  with
the  Company.  It may be a  conflict  of  interest  for a  director,  officer or
employee to work simultaneously for a competitor, customer or supplier. The best
policy  is to  avoid  any  direct  or  indirect  business  connection  with  our
customers,  suppliers or  competitors,  except on our behalf.  Employees must be
sensitive to potential  conflicts of interest  that may arise and use their best
efforts to avoid the conflict.

     In particular,  except as provided below, no director,  officer or employee
shall:

     o    be a  consultant  to,  or a  director,  officer  or  employee  of,  or
          otherwise operate an outside business that:

          >>   markets  products or services in competition  with our current or
               potential products and services;

          >>   supplies products or services to the Company; or

          >>   purchases products or services from the Company;

     o    accept any personal loan or guarantee of obligations from the Company,
          except to the extent such arrangements have been approved by the Chief
          Executive Officer and are legally permissible; or

     o    conduct  business  on  behalf of the  Company  with  immediate  family
          members, which include your spouse,  children,  parents,  siblings and
          persons sharing your same home whether or not legal relatives.

     Directors,  officers and employees must notify the Chief Executive  Officer
of the existence of any actual or potential  conflict of interest.  With respect
to officers or directors,  the Board may make a determination  that a particular
transaction or relationship will not result in a conflict of interest covered by
this policy.  With respect to all other employees or agents, the Chief Executive
Officer,  acting alone, or the Board may make such a determination.  Any waivers
of this policy as to an officer or director may only be approved by the Board of
Directors.

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     Any  employee,  officer  or  director  who is  aware  of a  transaction  or
relationship  that could  reasonably  be  expected to give rise to a conflict of
interest in violation of this section must inform the  appropriate  personnel in
accordance  with the  procedures  set forth in Section  12 of this  Code.  If an
employee  has any  questions  regarding  the  Company's  policy on  conflicts of
interest or needs assistance in avoiding a potential conflict of interest, he or
she is urged to seek the advice of a supervisor or the Chief Executive Officer.

3.   CORPORATE OPPORTUNITIES

     Employees, officers and directors are prohibited from taking for themselves
personally  opportunities  that  are  discovered  through  the  use  of  Company
property,  Company  information or their  position in the Company.  Furthermore,
employees  may not use  Company  property,  information  or  influence  or their
position in the Company for improper  personal gain.  Finally,  employees have a
duty to advance the Company's legitimate interests when the opportunity to do so
arises. Consequently, employees are not permitted to compete with the Company.

4.   CONFIDENTIALITY

     Employees must maintain the  confidentiality  of  confidential  information
entrusted  to them by the Company or its  customers  or  suppliers,  except when
disclosure  is  authorized  by the  Company or required  by  applicable  laws or
regulations.  Confidential  information includes proprietary  information of the
Company,  as  well  as  all  non-public  information  that  might  be of  use to
competitors,  or harmful to the Company or its  customers,  if  disclosed.  This
confidentiality  requirements is in additional to any other obligations  imposed
by the Company to keep information confidential.

5.   INSIDER TRADING

     Employees,   officers  and  directors  will  frequently   become  aware  of
confidential  non-public information concerning the Company and the parties with
which the Company does  business.  As set forth in more detail in the  Company's
Insider  Trading  Policy,  the  Company  prohibits  employees  from  using  such
confidential  information  for personal  financial gain, such as for purposes of
stock trading,  or for any other purpose other than the conduct of our business.
Employees must maintain the confidentiality of such information and may not make
disclosures to third parties,  including members of the employee's  family.  All
non-public  information  about the  Company  should be treated  as  confidential
information.  To use non-public information for personal financial benefit or to
"tip" others who may make stock trades on the basis of this  information  is not
only  unethical  but also  illegal.  This policy also  applies to trading in the
securities  of any other  company,  including  our  customers or  suppliers,  if
employees have  material,  non-public  information  about that company which the
employee obtained in the course of their employment by the Company.  In addition
to possible legal  sanctions,  any employee,  officer or director found to be in
violation  of  the  Company's   insider   trading   policy  will  face  decisive
disciplinary  action.  Employees are  encouraged to contact the Company's  Chief
Executive Officer with any questions concerning this policy.

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6.   PROTECTION AND PROPER USE OF COMPANY ASSETS

     All Company assets should be used for legitimate  business purposes and all
employees,  officers and directors must make all  reasonable  efforts to protect
the Company's  assets and ensure their efficient use. Theft,  carelessness,  and
waste have a direct impact on the Company's  profitability and must therefore be
avoided.  The  suspected  occurrence  of fraud or theft  should  be  immediately
reported to the  appropriate  person in accordance with the procedures set forth
in Section 11 of this Code.

     An employee's  obligation to protect the  Company's  assets  extends to the
Company's proprietary information. Proprietary information includes intellectual
property such as patents, trademarks,  copyrights and trade secrets. An employee
who uses or  distributes  such  proprietary  information  without the  Company's
authorization  will be subject to  disciplinary  measures  as well as  potential
legal sanctions.

7.   FAIR DEALING

     Although  the success of our Company  depends on our ability to  outperform
our  competitors,  the Company is  committed  to  achieving  success by fair and
ethical  means.  We seek to maintain a  reputation  for fair  dealing  among our
competitors  and the public alike.  In light of this aim, the Company  prohibits
employees  from  engaging in any  unethical or illegal  business  practices.  An
exhaustive list of unethical practices cannot be provided.  Instead, the Company
relies on the  judgment of each  individual  employee  to avoid such  practices.
Furthermore,  each  employee  should  endeavor to deal fairly with the Company's
customers, suppliers,  competitors and employees. No employee should take unfair
advantage  of anyone  through  manipulation,  concealment,  abuse of  privileged
information,  misrepresentation  of material facts, or any other unfair business
practice.

8.   DISCLOSURES

     It  is  Company   policy  to  make  full,   fair,   accurate,   timely  and
understandable  disclosure in compliance  with all  applicable  laws,  rules and
regulations in all reports and documents that the Company files with, or submits
to,  the   Securities   and  Exchange   Commission   and  in  all  other  public
communications  made by the Company.  Employees  shall endeavor in good faith to
assist the Company in such efforts.

9.   WAIVERS

     The Company  expects all  employees,  officers and directors to comply with
the  provisions of this Code.  Any waiver of this Code for  executive  officers,
directors  or  employees  may be made only by the Board of  Directors or a Board
committee  and will be promptly  disclosed  to the public as required by law and
stock exchange regulations.

10.  COMPLIANCE GUIDELINES AND RESOURCES

     In some  situations,  our  employees  may not be certain  how to proceed in
compliance  with this Code.  This  uncertainty may concern the ethical nature of
the employee's  own acts or the employee's  duty to report the unethical acts of
another. When faced with this uncertainty, the employee should carefully analyze

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the  situation and make use of Company  resources  when  determining  the proper
course  of  action.  The  Company  also  encourages  employees  to talk to their
supervisors,  or other personnel  identified below, when in doubt about the best
course of action.

     1.   GATHER ALL THE FACTS. Do not take any action that may violate the Code
until you have gathered all the facts that are required to make a  well-informed
decision and, if necessary,  you have  consulted  with your  supervisor,  or the
Chief Executive Officer.

     2.   IS THE ACTION ILLEGAL OR CONTRARY TO POLICY?  If the action is illegal
or contrary to the provision of this Code,  you should not carry out the act. If
you  believe  that the Code has been  violated by an  employee,  an officer or a
director,  you  must  promptly  report  the  violation  in  accordance  with the
procedures set forth in Section 11.

     3.   DISCUSS THE PROBLEM WITH YOUR SUPERVISOR. It is your supervisor's duty
to assist  employees  in  complying  with  this  Code.  Feel  free to  discuss a
situation  that  raises  ethical  issues  with your  supervisor  if you have any
questions. You will suffer no retaliation for seeking such guidance.

     4.   ADDITIONAL  RESOURCES.  The Chief  Executive  Officer is  available to
speak  with you  about  problematic  situations  if you do not feel  comfortable
approaching your direct supervisor. If you prefer, you may request assistance in
writing by sending a request to the Chief Executive Officer.

11.  REPORTING PROCEDURES

     All employees have a duty to report any violations of this Code, as well as
violations  of any laws,  rules,  or  regulations.  The Company  does not permit
retaliation  of any kind  against  employees  for good faith  reports of ethical
violations.

     If you believe  that the Code has been  violated  by an  employee  you must
promptly  report the violation to your direct  supervisor or the Chief Executive
Officer. If a report is made to a supervisor, the supervisor must in turn report
the violation to the Chief  Executive  Officer.  All violations by an officer or
director  of the  Company  must be  reported  directly  to the  entire  Board of
Directors.


     CONTACT INFORMATION

     Reports  may be made in  person,  by  telephone  or in writing by sending a
description  of the  violation  and the  names of the  parties  involved  to the
appropriate  personnel  mentioned  in  the  preceding  paragraph.   The  contact
information is as follows:

                       Robert Legnosky
                       President
                       122 Perimeter Park Drive
                       Knoxville, Tennessee 37922
                       (865) 539-5300

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12.  DISCIPLINARY ACTION

     Employees,  officers and directors of the Company will be held  accountable
for adherence to this Code. The penalty for a particular  violation of this Code
will be  decided  on a  case-by-case  basis and will  depend on the  nature  and
severity of the violation as well as the  employee's  history of  non-compliance
and  cooperation  in the  disciplinary  process.  Significant  penalties will be
imposed  for  violations   resulting  from  intentional  or  reckless  behavior.
Penalties  may also be imposed when an employee  fails to report a violation due
to the employee's  indifference,  deliberate  ignorance or reckless conduct. All
violations of this Code will be treated  seriously and will result in the prompt
imposition of penalties which may include (1) an oral or written warning,  (2) a
reprimand, (3) suspension, (4) termination and/or (5) restitution.

13.  NO RIGHTS CREATED

     This Code is a statement of certain  fundamental  principles,  policies and
procedures  that govern the Company's  officers,  directors and employees in the
conduct of the Company's business. It is not intended to and does not create any
rights in any employee, supplier, competitor, shareholder or any other person or
entity.

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