**CODE
      OF ETHICS FOR SENIOR EXECUTIVE AND**


**FINANCIAL
      OFFICERS**


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





**Code
      of Ethics**


**For
      Senior Executive and Financial Officers**


**March
      2007**





**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.


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**Accurate
      Record Keeping**





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, 2007**


**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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