Exhibit 10(ii)

                             WARRANTECH CORPORATION

                       CODE OF BUSINESS CONDUCT AND ETHICS


               Adopted by the Board of Directors on March 5, 2004

     1.  Overview

This Code of Business Conduct and Ethics covers a wide range of business
practices and procedures and outlines the broad principles of ethical business
conduct adopted by Warrantech Corporation ("Warrantech" or the "Company"). The
collection of policies and guidelines embodied in the Code apply to all of
Warrantech's employees, officers, directors and consultants. Since no written
policy can set forth the appropriate action for all business situations, this
Code describes a general standard of ethical conduct that must permeate all of
Warrantech's business dealings and relationships.


If a law conflicts with a policy in this Code, you must comply with the law. If
you have any questions about these conflicts, you should ask your supervisor or
the Company's General Counsel how to handle the situation.

Those who violate the standards in this Code will be subject to disciplinary
action, up to and including termination of employment. If you are in a situation
which you believe may violate or lead to a violation of this Code, follow the
guidelines described in Section 12 of this Code.

     2.  Compliance With Applicable Laws, Rules, and Regulations


Obeying the law, both in letter and in spirit, is the foundation on which this
Company's ethical standards are built. As an international United States-based
company, Warrantech is subject to laws, rules, and regulations both in the
United States-and abroad. All employees, officers, directors and consultants
must respect and obey the laws of the cities, states and countries in which the
Company operates. Although not all employees are expected to know the details of
these laws, it is important to know enough to determine when to seek advice from
supervisors, managers or other appropriate personnel, inasmuch as all employees,
officers, directors and consultants are expected to comply fully with all laws,
rules, and regulations applicable to Warrantech's businesses and with all
applicable company policies.

     3.  Books and Records/Payments to Government Officials

The Company requires honest and accurate recording and reporting of information
in order to make responsible business decisions. All employees, officers and
directors must ensure that all of the Company's books, records, accounts and
financial statements meet the highest standards of accuracy and completeness,
appropriately reflect the Company's transactions and conform both to applicable
legal requirements and to the Company's system of internal controls. Unrecorded
or off the books funds or assets should not be maintained unless permitted by
applicable law or regulation.

Records should always be retained or destroyed according to the Company's record
retention policies. In accordance with those policies, in the event of
litigation or governmental investigation please consult the Company's General

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Counsel. Falsification of any record is prohibited and mistakes should never be
covered up. All mistakes should be immediately and fully disclosed and
corrected. If you detect or suspect improper record keeping, you should
immediately contact the General Counsel.

Employees should not make any payment to any government official for the purpose
of obtaining or retaining business. Any other payments made to government
officials should be approved in advance by senior management and recorded in the
company's financial records.


     4.  Public Disclosure and Reporting

Warrantech requires full, fair, accurate, timely, and understandable disclosure
in reports and documents filed with, or submitted to, the Securities and
Exchange Commission and other regulators, and in other public communications
made by the Company. Depending on an individual's responsibilities at
Warrantech, some employees, officers and/or directors may be required to provide
information to insure that the Company's public records meet this standard.
Warrantech expects all individuals to take this responsibility seriously and to
provide prompt and accurate answers to inquiries related to the Company's public
disclosure requirements.


     5.  Insider Trading

Persons who have access to confidential information are not permitted to use or
share that information for stock trading purposes or for any other purpose
except the conduct of the Company's business. All non-public information about
the Company or another company should be considered confidential information. To
use non-public information for personal financial benefit or to tip others who
might make an investment decision on the basis of this information is not only
unethical but also illegal. In order to assist with compliance with laws against
insider trading, the Company has adopted a specific policy governing trading in
the Company's securities by employees, officers and directors. If you have any
questions, please consult the Company's General Counsel.

     6.  Discrimination and Harassment

The diversity of the Company's employees is a tremendous asset. Warrantech is
firmly committed to providing equal opportunity in all aspects of employment and
will not tolerate any illegal discrimination or harassment of any kind. Examples
include derogatory comments based on racial or ethnic characteristics and
unwelcome sexual advances.

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     7.  Health and Safety

The Company strives to provide each employee with a safe and healthy work
environment. Each employee has responsibility for following safety and health
rules and practices and reporting accidents, injuries and unsafe equipment,
practices or conditions.

Violence and threatening behavior are not permitted. Employees should report to
work in condition to perform their duties, free from the influence of illegal
drugs or alcohol. The use of illegal drugs in the workplace will not be
tolerated.

     8.  Conflicts of Interest

It is imperative that all employees, officers and directors base their business
decisions and actions in the course of their employment with or service to
Warrantech on the best interest of the Company as a whole, and not based on
personal relationships or benefits. A conflict of interest exists whenever an
individual's private interests interfere or conflict in any way with
Warrantech's interests or make it difficult to perform his or her Company work
objectively and effectively.

Conflicts of interest are prohibited as a matter of Company policy, except under
guidelines approved by the Board of Directors and consented to in writing by the
Company's General Counsel.

Conflicts of interest may not always be clear-cut, so if you have a question,
you should consult with higher levels of management or the General Counsel. Any
employee, officer or director who becomes aware of a conflict or potential
conflict should bring it to the attention of a supervisor, manager or other
appropriate personnel or consult the procedures described in Section 12 of this
Code.

Any business opportunities, investments, relationships, or activities that would
or could cause a conflict of interest should be avoided. Guidelines for some of
the most common conflict of interest situations are listed below.


Outside Affiliations and Interests

It is almost always a conflict of interest for a Company employee or director to
work simultaneously for a competitor, customer, provider or supplier. Unless
specifically approved in writing by the Company, you are not allowed to work for
a competitor as an employee, officer, director or consultant, nor may you
acquire a significant ownership interest in such an entity. The best policy is
to avoid any direct or indirect business connection with our customers,
suppliers or competitors, except on our behalf.


Personal Benefits


Conflicts of interest may also arise when an employee, officer or director, or
members of his or her family, receives improper personal benefits as a result of
his or her position in the Company. Loans to, or guarantees of obligations of,
employees, officers and directors and their family members may create conflicts
of interest.

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Gifts and Gratuities

It is a conflict of interest to accept or give gifts that may influence business
decisions. Whenever possible, gifts should be refused and they should never be
accepted where prohibited by law. However, it is usually permissible to accept
non-cash gifts of nominal value. You should use their best judgment in
determining if a gift is appropriate and should contact the Company's General
Counsel if in doubt.


Corporate Opportunities

Employees, officers and directors are prohibited from taking for themselves
personally opportunities that are discovered through the use of corporate
property, information or position without the consent of the Board of Directors.
No employee may use corporate property, information, or position for improper
personal gain, and no employee may compete with the Company directly or
indirectly. Employees, officers and directors owe a duty to the Company to
advance its legitimate interests when the opportunity to do so arises.

     9.  Competition and Fair Dealing

Warrantech seeks to outperform its competition fairly and honestly. Stealing
proprietary information, possessing 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. Each employee should endeavor to
respect the rights of and deal fairly with the Company's customers, suppliers
and competitors. No employee should take unfair advantage of anyone through
manipulation, concealment, abuse of privileged information, misrepresentation of
material facts, or any other intentional unfair-dealing practice.


The purpose of business entertainment and gifts in a commercial setting is to
create good will and sound working relationships, not to gain unfair advantage
with customers. No gift or entertainment should ever be offered, given, provided
or accepted by any Company employee, family member of an employee or agent
unless it: (1) is not a cash gift, (2) is consistent with customary business
practices, (3) is not excessive in value, (4) cannot be construed as a bribe or
payoff and (5) does not violate any laws or regulations. Please discuss with
your supervisor any gifts or proposed gifts which you are not certain are
appropriate.

     10. Protection of Company Assets

All employees, officers, and directors have a responsibility to protect
Warrantech's assets from theft, loss, or misuse and to 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.

You should use all available electronic, technical, physical, procedural, and
legal means to protect the Company's assets at all times.

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         Confidential Information

It is a violation of the Code of Ethics to disclose confidential information
entrusted to employees, officers and directors by the Company or its customers,
vendors, or partners, except when disclosure is authorized by the Legal
Department or required by laws or regulations. Confidential information includes
all non-public information that might be of use to competitors, or harmful to
the Company or its customers, if disclosed.



All employees, officers, and directors must take reasonable steps to prevent
confidential information from being vulnerable to unauthorized access. The
obligation to preserve confidential information continues even after employment
ends.




Proprietary Information

The obligation of employees 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, software that the Company has developed, 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.


     11. Reporting any Illegal or Unethical Behavior


Employees, officers and directors who suspect or know of violations of this Code
or unethical business or workplace conduct have a responsibility to contact the
Company's General Counsel. In addition, if you believes that you have violated
this Code or any applicable law, rule, or regulation, you must report the
violation so that the Company can take appropriate action. The fact that you
have reported the violation may reduce the adverse consequences for all parties
involved. Violations of this Code, including failures to report potential
violations by others, will be viewed as a severe disciplinary matter that may
result in personal action, including termination of employment.

Any employee may submit a good faith concern regarding questionable accounting
or auditing matters without fear of dismissal or retaliation of any kind.

To the extent feasible, all such communications will be kept confidential. It is
the Company's policy not to allow retaliation for reports of misconduct by
others made in good faith by employees.

Employees are expected to cooperate in internal investigations of misconduct.

     12. 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 if a violation
has occurred. Since the Company cannot anticipate every situation that will
arise, it is important to have a way to approach a new question or problem.
These are the steps to keep in mind:

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

o    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.

o    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.

o    Discuss the problem with your supervisor. This is the basic guidance for
     all situations. In many cases, your supervisor will be more knowledgeable
     about the question, and will appreciate being brought into the
     decision-making process. Remember that it is your supervisor's
     responsibility to help solve problems.

o    Seek help from Company resources. In the rare case where it may not be
     appropriate to discuss an issue with your supervisor, or where you do not
     feel comfortable approaching your supervisor with your question, discuss it
     locally with your office manager or the Human Resources manager.

o    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. The Company does not permit retaliation
     of any kind against employees for good faith reports of ethical violations.

o    Always ask first, act later. If you are unsure of what to do in any
     situation, seek guidance before you act.

     13. Waivers of the Code of Business Conduct and Ethics

Any waiver of this Code for executive officers or directors may be made only by
the Board or a Board committee and will be promptly disclosed as required by law
or stock exchange regulation.

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                         ADDITIONAL POLICIES APPLICABLE

                                     to the

              CHIEF EXECUTIVE OFFICER AND SENIOR FINANCIAL OFFICERS

The Company's Chief Executive Officer and senior financial officers are subject
to the following additional specific policies:

1.       The Company's Chief Executive Officer and all senior financial officers
are responsible for full, fair, accurate, timely and understandable disclosure
in the periodic reports required to be filed by the Company with the Securities
and Exchange Commission. Accordingly, it is your responsibility promptly to
bring to the attention of the Company's the General Counsel any material
information of which you may become aware that affects the disclosures made by
the Company in its public filings or otherwise assist the General Counsel in
fulfilling his or her responsibilities.

2.       The CEO and each senior financial officer shall promptly bring to the
attention of the Audit Committee any information you may have concerning (a)
significant deficiencies in the design or operation of internal controls which
could adversely affect the Company's ability to record, process, summarize and
report financial data, or (b) any fraud, whether or not material, that involves
management or other employees who have a significant role in the Company's
financial reporting, disclosures or internal controls.

3.       The CEO and each senior financial officer shall promptly bring to the
attention of the General Counsel and the Audit Committee any information you may
have concerning any violation of the Code, including any actual or apparent
conflicts of interest between personal and professional relationships involving
any management or other employees who have a significant role in the Company's
financial reporting, disclosures or internal controls.

4.       The CEO and each senior financial officer shall promptly bring to the
attention of the General Counsel or the Audit Committee any information you may
have concerning evidence of a material violation of the securities or other
laws, rules or regulations applicable to the Company and the operation of its
business, by the Company or any agent thereof, or of violation of the Code or of
these additional procedures.

5.       The Board of Directors shall determine, or designate appropriate
persons to determine, appropriate actions to be taken in the event of violations
of the Code or of these additional procedures by the CEO and the Company's
senior financial officers. Such actions shall be reasonably designed to deter
wrongdoing and to promote accountability for adherence to the Code, including,
without limitation, these additional procedures, and shall include written
notices to the individual involved that the Board has determined that there has
been a violation, censure by the Board, demotion or re-assignment of the
individual involved, suspension with or without pay or benefits (as determined
by the Board) and termination of the individual's employment. In determining
what action is appropriate in a particular case, the Board of Directors or such
designee shall take into account all relevant information, including the nature
and severity of the violation, whether the violation was a single occurrence or
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 individual in
question had committed other violations in the past.

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