**CODE
      OF ETHICS FOR SENIOR EXECUTIVE AND**


**FINANCIAL
      OFFICERS**


**T.H.
      LEHMAN & CO., INCORPORATED.**





**Code
      of Ethics**


**For
      Senior Executive and Financial Officers**


**March
      2006**





**Purpose**





The
      purpose of this Code of Ethics is to promote the honest and ethical conduct
      of
      the Senior Officers (as defined below) of T.H. Lehman & Co., Incorporated
      (the “Company”), including the ethical handling of actual or apparent conflicts
      of interest between personal and professional relationships; full, fair,
      accurate, timely and understandable disclosure in periodic reports filed by
      the
      Company and compliance with all applicable rules and regulations applicable
      to
      the Company and its officers.





**Applicability**





This
      Code
      of Ethics is applicable to the Company’s chief executive officer, chief
      financial officer and principal accounting officer (or persons performing
      similar functions), together, “Senior Officers.”





While
      we
      expect honest and ethical conduct in all aspects of our business from all of
      our
      employees, we expect the highest possible honest and ethical conduct from our
      Senior Officers. As a Senior Officer, you are an example for other employees
      and
      we expect you, through your leadership role, to foster a culture of
      transparency, integrity and honesty. Your responsibilities include maintaining
      a
      culture of high ethical standards and commitment to compliance and a work
      environment that encourages employees to raise concerns, and promptly addresses
      employee compliance concerns.





The
      Company’s Code of Business Conduct, which this Code of Ethics for Senior
      Executive and Financial Officers supplements, sets forth the fundamental
      principles and key policies and procedures that govern the conduct of all
      employees, officers and directors of the Company. You are bound by the
      requirements and standards set forth in the Code of Business Conduct, as well
      as
      those set forth in this Code of Ethics and other applicable policies and
      procedures. In the event of any conflict between the Code of Business Conduct
      and this Code of Ethics, this Code of Ethics shall govern your behavior or
      any
      required approvals or waivers. Compliance with this Code of Ethics is a
      condition of your employment and any violations of this Code may result in
      disciplinary action, up to and including termination of your
      employment.





Waivers
      of this Code of Ethics may be made only by the board of directors of the Company
      or a committee of the board of directors comprised solely of independent
      directors. Any waivers of this Code of Ethics will be disclosed in accordance
      with applicable law, regulation or the requirements of any listing criteria
      of
      an exchange upon which the Company’s stock may be traded.




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**Compliance
      With Laws, Rules And Regulations**





You
      are
      expected to comply with both the letter and spirit of all applicable laws,
      rules
      and regulations governing the conduct of our business and to report any
      suspected violations of all applicable laws, rules and regulations to the Board
      of Directors. You will not be subject to retaliation because of a good faith
      report of a suspected violation of this Code of Ethics.





**Fraud,
      Theft, Bribery And Similar Conduct**





Any
      act
      that involves theft, fraud, embezzlement, or misappropriation of any property,
      including that of the Company or any of its employees, suppliers or customers,
      is prohibited. Offering or accepting kickbacks or bribes are
      forbidden.





**Auditors**





Fraudulently
      influencing, misleading, coercing or manipulating the auditor of the Company’s
      financial statements for the purpose of rendering those financial statements
      materially misleading is prohibited.





**Revenue
      Recognition**





Senior
      Officers must ensure that all revenue transactions are completed, to the best
      of
      the Senior Officer’s knowledge, in accordance with the Company’s revenue
      recognition policies.





All
      commitments or representations made to customers or distributors or potential
      customers or distributors must be included in the final contract with the
      customer or distributor or related documentation submitted with customer or
      distributor orders. Employees must not make any commitments to the customer
      or
      distributor, orally or in writing, which have not been documented in the
      agreement or submitted to the Company’s finance and/or contract departments. The
      Company prohibits side-letters or kickbacks with customers or distributors
      or
      potential customers or distributors.





**Accurate
      Periodic Reporting and Disclosure**





As
      a
      public company, the Company is required to file periodic and other reports
      with
      the Securities and Exchange Commission (“SEC”). The Company’s policy is to make
      full, fair, accurate, timely and understandable disclosure in compliance with
      all applicable laws and regulations in all reports and documents that the
      Company files with, or submits to, the SEC and in all other public
      communications made by the Company. As a Senior Officer, you are required to
      promote compliance with this policy and to abide by all Company standards,
      policies and procedures designed to promote compliance with this
      policy.





**Accurate
      Record Keeping**




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Every
      Senior Officer must maintain accurate and complete records, including providing
      accurate and complete information to the accounting and the finance departments.
      No false, misleading or artificial entries may be made on, or be provided for
      entry on, the Company’s books and records. No funds or assets may be maintained
      by the Company for any illegal or improper purposes. All transactions must
      be
      fully and completely documented and recorded in the Company’s accounting
      records. It is against Company policy to make entries that intentionally conceal
      or disguise the true nature of any transaction.





**Conflicts
      of Interest**





It
      is the
      Company’s policy that you should avoid transactions, commitments, and other
      activities which are not in the Company’s best interests or which could involve
      an actual conflict, or the appearance of a conflict, between your interests
      and
      those of the Company.


It
      is not
      possible to define all situations that could involve a conflict of interest;
      in
      most instances, however, sound business judgment should be sufficient to
      evaluate a situation.





A
      conflict of interest exists when your loyalties are divided between the
      Company’s interests and your own interests, those of your family, or those of a
      customer, supplier or competitor. You are expected to avoid both the fact and
      appearance of conflicts of interest.





The
      prohibition against acting in a dual capacity in transacting Company business,
      and from acquiring interests adverse to the Company, is applicable irrespective
      of your intentions and without regard to whether the action caused, or has
      the
      potential to cause, injury to the Company.





The
      following is presented as a guide in determining circumstances that might create
      conflicts of interest; they are not intended, however, to cover all possible
      situations.





·
            Representing
                the Company in any transaction if your personal interests might affect
                your ability to represent the Company’s interests fairly and impartially.
                You must not knowingly or voluntarily permit yourself to be placed
                in a
                position where your interests may become adverse to the Company’s
                interests. You must not allow personal relationships with current
                or
                prospective customers or suppliers to influence business
                decisions.





·
            Investment
                by you or a member of your immediate family in a customer, supplier,
                or
                competitor (or any company/partnership affiliated with a customer,
                supplier, or competitor) of the Company is prohibited if you have
                or would
                have the opportunity to influence business transactions between the
                Company and the customer, supplier, or competitor. Passive investments
                in
                publicly traded companies shall not be a violation if you or a member
                of
                your immediate family owns less than 1% of such company’s outstanding
                stock.


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·
            You
                must not take for yourself nor direct to others any existing business
                or
                any opportunities for prospective business that could be considered
                by the
                Company.





·
            It
                is a conflict of interest to serve as a director of any company that
                competes with the Company. You may not serve as a director of a private
                company that is a supplier, customer, developer, or other business
                partner
                without first obtaining the approval of the Board of Directors. You
                also
                may not become a director of any public company, without first obtaining
                the approval of the Board of
                Directors.





·
            You
                must not speculate or deal in materials, supplies, equipment or products
                that the Company buys or sells, or in property rights in which the
                Company
                may be interested.





·
            Solicitation
                or acceptance by you or a member of your immediate family of any
                personal
                loan or guarantee from a customer, supplier or
                competitor.





Before
      acting in a manner that creates or appears to create a conflict of interest,
      you
      must make full disclosure to and obtain written approval of either the Board
      of
      Directors.





**Compliance
      with the Code; Reporting of Violations**





If
      you
      have questions about this Code of Ethics for Senior Executive and Financial
      Officers, you should seek guidance from the Company’s legal counsel. If you know
      of or suspect a violation of applicable laws or regulations or this Code of
      Ethics for Senior Executive and Financial Officers, you must immediately report
      that information to the Board of Directors. *No
      one will be subject to retaliation because of a good faith report of a suspected
      violation.*





**No
      Rights Created**





This
      Code
      of Ethics is a statement of certain fundamental principles, policies and
      procedures that govern the Company’s Senior Officers in the conduct of the
      Company’s business. It is not intended to and does not create any rights in any
      employee, customer, supplier, competitor, stockholder or any other person or
      entity.




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***ACKNOWLEDGMENT***





I
      have
      received and read the Code of Ethics for Senior Executive and Financial
      Officers, and I understand its contents. I agree to comply fully with the
      standards contained in the Code of Ethics and the Company’s related policies and
      procedures. I understand that I have an obligation to promptly report to the
      Board of Directors any suspected violation of the Code of Ethics for Senior
      Executive and Financial Officers.


**DATE:
        March 31, 2006**
 **By:
                  /s/ Raffaele Attar****Raffaele
                  Attar****Acting
                  Chairman and Chief Executive Officer****By:
                  /s/ Gary Poe****Gary
                  Poe****Principal
                  Financial Officer and
                  Secretary**
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