WWW.EXFILE.COM INC. -- 14255 -- WIRELESS XCESSORIES GROUP, INC. -- FORM 8-K


     

    EXHIBIT
      10.02

    


     Wireless
      Xcessories Group, Inc.

     1840
      County Line Road, Huntingdon Valley, Pa

    


     Code
      of Conduct and Ethics

    


     

    Adopted
      effective March 24, 2006

     

    It
      is the
      policy of Wireless Xcessories Group, Inc., the "Company") that all directors,
      officers and employees of the Company shall, to the best of their knowledge
      and
      ability, adhere to, comply with and advocate the principles set out in this
      code
      of conduct and ethics (the "Code") governing their professional and ethical
      conduct in the fulfillment of their responsibilities. 

    


    The
      purposes of the Code are to: 

     

    	·  	
            Promote
              honest and ethical conduct, including the ethical handling of actual
              or
              apparent conflicts of interest between personal and professional
              relationships; 

          


     

    	·  	
            Promote
              full, fair, accurate, timely and understandable disclosure in reports
              and
              documents that the Company files with, or submits to the U.S. Securities
              and Exchange Commission and in other public communications made by
              the
              Company; 

          


     

    	·  	
            Promote
              compliance with applicable governmental laws, rules and regulations;
              

          


     

    	·  	
            Promote
              the prompt internal reporting of violations of the Code to appropriate
              persons of authority within the Company; and


          


     

    	·  	
            Promote
              accountability for adherence to the Code.


          


     

    The
      Code
      embodies principles to which all directors, officers and employees are expected
      to adhere and advocate. Any violations of the Code may result in disciplinary
      action, up to and including termination or removal, as applicable. 

    


    All
      directors, officers and employees of the Company will: 

     

    	1.  	
            Act
              with honesty and integrity, avoiding actual or apparent conflicts between
              personal and private interests and the interests of the Company, including
              refraining from receiving improper personal benefits as a result of
              holding a particular position with the Company;


          


     

    	2.  	
            Not
              solicit or accept, for personal or other benefit, business or similar
              opportunities that could reasonably be expected to otherwise accrue
              to the
              benefit of the Company; 

          


     

    	3.  	
            Use
              corporate assets entrusted to them in a responsible manner and refrain
              from competing directly or indirectly with the Company or using corporate
              information or opportunities for personal gain;


          


     

    	4.  	
            Where
              applicable, provide the U.S. Securities and Exchange Commission, the
              Company's stockholders, the investing public and other relevant
              constituencies with reports and information that is full, fair, accurate,
              timely and understandable; 

          


     

    	5.  	
            Endeavor
              to comply with applicable laws and regulations of federal, state, local
              and foreign governments and government agencies having jurisdiction
              over
              the Company and with applicable regulations of private or self-regulatory
              authorities having jurisdiction over the Company;
              

          


     

    
      
         

      

      
         

        
          

          =

      

      
         

      

    

    	6.  	
            Act
              in good faith, responsibly with due care and diligence and without
              misrepresentation or omission of material facts and strive to maintain
              independent judgment in the performance and fulfillment of their duties
              and responsibilities; 

          


     

    	7.  	
            Promote
              ethical behavior among subordinates and peers at the Company;
              

          


     

    	8.  	
            Respect
              the confidentiality of information acquired or obtained in the course
              of
              performance of their responsibilities, never use confidential information
              for personal advantage, and disclose confidential information of the
              Company or third parties only when such disclosure is legally required
              or
              is otherwise authorized. 

          


     

    	9.  	
            Not
              fraudulently influence, coerce, manipulate or otherwise mislead any
              auditor engaged in the performance of an audit or in the performance
              of
              any other service for the Company for the purpose of rendering the
              financial statements materially misleading or for any other improper
              purpose. 

          


     

    	10.  	
            Comply
              with other policies and procedures of the Company applicable to their
              positions and employment, including the Company's Insider Trading Policy
              and, to the extent applicable, the other policies and procedures of
              the
              Company set forth in the Company's Employee Handbook.
              

          


     

    Any
      waiver of this Code of Ethics may be made only by the Company's Board of
      Directors (the "Board"). Any waiver of the code for any director or executive
      officer of the Company must be disclosed on Form 8-K within five days, or such
      shorter period as may be required under applicable regulation. It is the duty
      of
      each director, officer and employee of the Company to report violations of
      the
      Code promptly to the attention of the Company's Chief Executive Officer, Chief
      Financial Officer or to any member of the Audit Committee of the Board (the
      "Audit Committee"). If you have a concern about a questionable accounting or
      auditing matter and wish to submit the concern confidentially or anonymously,
      by
      sending or faxing an anonymous letter reporting your concern to the Company's
      Chief Executive Officer, Chief Financial Officer or any member of the Audit
      Committee. The Company will handle inquiries discretely and use reasonable
      efforts to maintain, within the limits allowed by law, the confidentiality
      of
      anyone requesting guidance or reporting questionable behavior or other matters
      of concern under the Code. No reprisals or retaliatory action may be taken
      against any employee of the Company or other person for reporting a violation
      of
      this Code. Any such action may constitute a violation of federal and state
      law
      as well as a violation of this Code and the Company's employment policies.
      The
      Board shall promptly determine, or designate appropriate persons (including,
      if
      so determined by the Board, the Audit Committee) promptly to determine
      appropriate actions to be taken in the event of violations of the Code by any
      director, officer or employee. In determining what actions are appropriate
      in a
      particular case, the Board (or its designee) shall take into account relevant
      information including the nature and severity of the violation, whether the
      violation was a single occurrence or a series of repeated occurrences, whether
      the violation appears to have been intentional or inadvertent, whether the
      individual in question had been advised prior to the violation as to the proper
      course of action, and whether or not the director, officer or employee in
      question had committed other violations in the past. If the Board or the Audit
      Committee believes that it is necessary or appropriate to amend or modify this
      Code to achieve its objectives or to meet requirements of any regulatory
      authority (including any securities exchange or market) having jurisdiction
      over
      the Company, the Board shall adopt, or the Audit Committee shall recommend
      to
      the Board for adoption appropriate changes to this Code or other Company
      policies. It is the Company's intention that the Code be the Company's written
      code of ethics under Section 406 of the Sarbanes-Oxley Act of 2002 complying
      with the standards set forth in Securities and Exchange Commission Regulation
      S-K Item 406.