Vasogen's Employee Code of Conduct


Vasogen Inc. and its  subsidiaries  Vasogen  Ireland  Limited and Vasogen  Corp.
(collectively  "Vasogen" or the "Company") are committed to promoting  integrity
and  maintaining  the  highest  standard  of  ethical  conduct  in  all  of  its
activities. We are committed to:

Honesty in communications with other employees,  our customers,  suppliers,  and
shareholders (collectively or individually referred to as "Stakeholders"), while
at the same  time  protecting  the  Company's  confidential  information,  trade
secrets, and ability to negotiate.

Quality in our  products and  services,  by striving to provide  safe,  reliable
products and timely,  efficient  services  that exceed the  expectations  of our
customers and suppliers.

Innovation in every aspect of our business,  from the design and  development of
our products, processes and services, to the way we do business.

Responsibility  and  Accountability  for our words and actions,  demonstrating a
commitment to do what we say.

Caring for our people, local communities, and the environment.

Fairness to our Stakeholders and competitors through adherence to all applicable
laws, regulations, and policies, and a high standard of conduct.

Respect  for  our   Stakeholders  by  working  together  in  a  true  spirit  of
cooperation.


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                       Vasogen's Employee Code of Conduct

1.       VASOGEN'S ACCOUNTABILITY TO THE STAKEHOLDERS
         --------------------------------------------

                  Vasogen is responsive to the needs of the  Stakeholders of the
                  Company and strives to preserve  their  loyalty by adhering to
                  high standards in its business processes.

2.       RIGHTS AND OBLIGATIONS
         ----------------------

         A.       Equal Opportunity

                  All  employees  and  potential   employees  receive  fair  and
                  equitable treatment.

                  Employment,  training and  development,  promotion,  and other
                  career   opportunities  are  available  to  qualified  persons
                  irrespective  of race,  national or ethnic  origin,  religion,
                  age,  gender,  sexual  orientation,  marital or family status,
                  disability,  or conviction for which a pardon has been granted
                  or the required penalty paid.

         B.       Harassment-Free Working Environment

                  All employees of Vasogen work in an environment free of sexual
                  harassment and other forms of discrimination.

                  Employees of the Company  safeguard  the  professionalism  and
                  dignity of the  workplace by ensuring  that  harassment of any
                  individual  does not occur under any  circumstances.  Refer to
                  the Vasogen "Harassment Policy" for further clarification.

         C.       Occupational Health and Safety

                  Every employee has a right to safe, healthy working conditions
                  that comply with safety regulations and guidelines.

                  Employees  contribute to the safety of their work  environment
                  by complying with all of  Management's  safety  directives and
                  objectives   and  by  taking  all   reasonable  and  necessary
                  precautions  to ensure their own safety and health and that of
                  other  persons  affected  by their  work.  Refer to  Vasogen's
                  "Health and Safety Manual" for further clarification.

         D.       Environmental Protection

                  Employees   are   committed  to  meeting  high   standards  of
                  environmental  protection by following  proper  procedures for
                  the use and  disposal of all  potential  pollutants.  Refer to
                  Vasogen's    "Health   and   Safety    Manual"   for   further
                  clarification.

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                       Vasogen's Employee Code of Conduct

E.       Scientific Integrity

                  All  Vasogen  research  and  development  activities  must  be
                  conducted  in  accordance   with  all   applicable   laws  and
                  regulations as well as the accepted  ethical  standards of the
                  scientific and medical community.


3.       LEGAL REQUIREMENTS
         ------------------

         A.       Legal Requirements

                  The Company and its employees are committed to complying  with
                  all  requirements  established  by the laws  applicable to the
                  Company's business.

                  The  development,  manufacture,  approval and marketing of our
                  products are subject to complex  governmental  regulation.  We
                  must comply fully and strictly with the requirements of the US
                  Food and Drug  Administration  and its  counterparts  in other
                  countries.  All  employees who prepare  information,  records,
                  communications  with or submissions to  governmental  agencies
                  must  do  so  diligently,   accurately,  completely  and  with
                  complete integrity.


                  The  reputation  and success of the Company is dependent  upon
                  its  employees'  awareness  of and  respect  for the laws that
                  govern  the  performance  of their  duties.  Managers  and the
                  executives  of the  Company  are  available  for  consultation
                  whenever an employee is in doubt about the  interpretation  of
                  any legal requirement.


                  All  employees  are  expected  to comply with  applicable  law
                  prohibiting  insider trading and tipping and the provisions of
                  the   Vasogen   Disclosure   Policy  in   respect  of  trading
                  restrictions and blackout periods.

         B.       Fraud and Theft

                  All  employees  and  managers  share  the   responsibility  to
                  safeguard  Vasogen  property  and  report  any  loss,  damage,
                  misuse, or misappropriation by employees or others.


4.       CONFLICT OF INTEREST
         --------------------

         A.       Personal Interests

                  Employees must disclose any possible  conflict of interest and
                  refrain from using:  their own  positions;  Company  premises,
                  equipment,  or supplies;  or the  corporate  services of other
                  Vasogen  employees in furthering  their personal  interests to
                  the detriment of the Company's interests.

                  Employees  should  never let  business  dealings  on behalf of
                  Vasogen be influenced, or appear to be influenced, by personal
                  or family interests.

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                       Vasogen's Employee Code of Conduct

                  Examples of conflicts that must be disclosed include:

                        o     Having a family interest in a transaction with the
                              Company.  A family interest includes  interests of
                              your spouse,  parent,  child, sibling, or domestic
                              partner.
                        o     Having  more than a nominal  individual  or family
                              interest  in  a  competitor  or  supplier  of  the
                              Company.
                        o     Having a significant individual or family interest
                              in an  organization  that  does,  or  seeks to do,
                              business with the Company.
                        o     Acquiring  an  individual  or family  interest  in
                              property  (such  as real  estate,  patent  rights,
                              securities,  or other properties) or a business in
                              which you believe the Company has or might have an
                              interest.


         B.       Confidential Information

                  Employees  must  safeguard the  confidential  information  and
                  material  entrusted  to and/or  developed  by employees in the
                  course  of  Vasogen  employment.  For  further  clarification,
                  employees  should  refer to their  obligations  as  defined in
                  their employment agreement.

                  (i)      Vasogen's  intellectual  property  is one of its most
                           important business assets and all employees, pursuant
                           to  their   employment   agreement,   are   under  an
                           obligation  to  Vasogen  to  safeguard   intellectual
                           property  as  confidential   information,   which  is
                           proprietary  to Vasogen.  Any ideas,  inventions,  or
                           documentation, which a Vasogen employee generates, is
                           the intellectual  property of Vasogen.  These must be
                           disclosed  to  Vasogen  and  must  be  kept  strictly
                           confidential; such information cannot be disclosed to
                           a third party at any time including after termination
                           of employment.

                           Intellectual  property also includes major changes in
                           business strategy,  information  crucial to important
                           contracts,  financial  forecasts,  and  knowledge  of
                           products or services in development.

                  (ii)     The  Company  protects  the  confidentiality  of  all
                           employees'  personal  information in accordance  with
                           applicable law. Personal  information of employees is
                           gathered, stored, and accessed according to carefully
                           controlled procedures,  and is only released to third
                           parties  with  the  consent  of  the  employee  or as
                           required by law.

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                       Vasogen's Employee Code of Conduct

         C.       Outside Work

                  Employees support the integrity of Vasogen by avoiding outside
                  work,  paid or unpaid  that is likely to  conflict  with their
                  duty to the Company.

                  Vasogen  employees will not engage in activities  that involve
                  services performed in direct competition with Vasogen, exploit
                  their   connections   with   Vasogen,   or  affect  their  job
                  performance.  They will not perform  services related to their
                  professional   or   corporate   speciality   for  any  outside
                  individual   or  company   without  prior   approval,   unless
                  stipulated in their employment agreement.

                  Employees  may, in some  circumstances,  obtain  authorization
                  from  the  Director,   Human   Resources  by  disclosing   and
                  discussing  any  likelihood of conflict of interest in advance
                  of accepting any outside work.


5.       BUSINESS PROCESSES AND TRAVEL
         -----------------------------

         A.       Commitment to Vasogen Stakeholders

                  Vasogen   safeguards  its   relationship  of  trust  with  the
                  Stakeholders  by meeting high standards of  accountability  in
                  all its business processes.

                  Employees   are  committed  to  ensuring  that  the  resources
                  allocated  for  Vasogen's  operations  are  used  effectively,
                  efficiently, and properly.

         B.       Suppliers and Subcontractors

                  Except under exceptional  circumstances,  Vasogen is committed
                  to calling for fair and  competitive  quotations,  as a way of
                  ensuring  that the  Company  obtains  goods  and  services  on
                  competitive terms.

                  All  personnel  involved  in  the  procurement  of  goods  and
                  services must  safeguard the Company's  resources and business
                  relationships   with  external  providers  by  respecting  the
                  applicable  policies and guidelines and by subscribing to high
                  standards of integrity in all their business relations.

                  In  all  of  its  business   dealings   with   suppliers   and
                  subcontractors, Vasogen will:

                        o     Compete with integrity.
                        o     Deal  with all  suppliers  honestly,  fairly,  and
                              objectively.
                        o     Present our services and products in an honest and
                              forthright manner, and not engage in any unfair or
                              deceptive practice
                        o     Make clear to all suppliers that we expect them to
                              compete   fairly  for  our  business  and  conduct
                              themselves with integrity, and that we will select
                              our suppliers strictly on merit.
                        o     Develop and maintain working partnerships with our
                              suppliers that are mutually rewarding.

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                       Vasogen's Employee Code of Conduct

                  Vasogen's   relationship   with  its  external   providers  is
                  essential  to  delivering   superior  products  and  services.
                  Vasogen will strive to enhance mutually beneficial initiatives
                  that  promote   business   success   within  these   strategic
                  alliances.

         C.       Financial Records

                  Vasogen will continue to observe  applicable  standards in the
                  keeping of financial records and accounts. The Company depends
                  on employees to ensure the accuracy and integrity of financial
                  accounts and records related to their area of work.  Vasogen's
                  books must reflect all components of transactions,  as well as
                  its   standard  of  insisting   upon  honest  and   forthright
                  presentations of the facts. It is the  responsibility  of each
                  employee to uphold these standards.


                  We will record all assets and  liabilities in accordance  with
                  accepted  accounting  standards.  No undisclosed or unrecorded
                  fund  or  asset  will be  established  or  maintained  for any
                  purpose.

                  No false or  artificial  entry,  or entry  that  obscures  the
                  purposes of the  underlying  transaction,  will be made in the
                  Company's books or records for any reason.

                  No employee  will conceal any  information  from the Company's
                  independent  auditors. It is a breach of this code and the law
                  for any  employee  to  attempt to  influence,  such as through
                  bribery or otherwise, the conduct of the external audit or the
                  determination or judgment of the Company's auditors.

                  All members of the Finance  Department  have an  obligation to
                  report any questionable  accounting practices, or deficiencies
                  in the Company's  internal controls over financial  reporting,
                  or any other conduct in respect of financial  accounting which
                  might violate this Code, to one of: the General  Counsel,  the
                  Chief Financial Officer,  the Chief Operating Officer,  or the
                  Chief Executive Officer.


         D.       Computer Security

                  All  employees  must ensure that  access  control  mechanisms,
                  including   passwords,   are   protected   and  the  Company's
                  information technology policies are followed.

         E.       Travel

                  All  employees  must  keep the costs of  business  travel to a
                  minimum  by using  the most  cost-effective  means of  travel,
                  giving  consideration  to  business   requirements  and  other
                  relevant  circumstances,  and  by  utilizing  our  established
                  procedures and guidelines when making travel  arrangements and
                  booking car rentals and accommodation.

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                       Vasogen's Employee Code of Conduct

6.       BUSINESS COURTESIES
         -------------------

         A.       Gifts and Benefits

                  In the interests of ensuring  that the  Company's  business is
                  conducted fairly and openly, gifts, benefits,  money, or other
                  consideration  should not be offered  or  received  by Vasogen
                  employees if the gift,  benefit,  or money would  influence or
                  appear to  influence a Vasogen  decision.  Such an  occurrence
                  should be reported to a manager.

                  Vasogen  employees may only accept gifts or benefits of modest
                  value  distributed  as  advertising  or  goodwill  gestures or
                  modest  hospitality  offered as a general  courtesy during the
                  conduct of normal business.  Acceptance of such offers must be
                  free of  obligation  on the part of the  Company  and must not
                  influence,  nor  appear  to  influence,   subsequent  business
                  decisions.  Employees who are in receipt of tangible gifts may
                  choose to  donate  these  gifts to the  social  committee  for
                  charitable fundraising events.

         B.       Entertainment, Receptions, and Gifts in Course of Business

                  Employees   must   ensure   that   costs    associated    with
                  entertainment, receptions, and gifts in the course of business
                  are  authorized  in advance as required per internal  approval
                  limits, and kept to a minimum.

                  Duty  entertainment,  receptions,  and gifts must meet all the
                  following conditions:

                        o     They are not in cash.
                        o     They cannot  reasonably be  interpreted as a bribe
                              or  other  improper  payment  and  are of  nominal
                              value.
                        o     They are made as a matter of general and  accepted
                              business practice.
                        o     They do not  contravene  any  law and are  made in
                              accordance   with   generally   accepted   ethical
                              practices.
                        o     If  subsequently  disclosed  to the public,  their
                              provision  would  not in any  way  jeopardize  the
                              integrity  of  Vasogen  or the  recipients  of the
                              entertainment or gifts.

         C.       Staff Functions

                  Employees  must ensure  that  expenses  associated  with staff
                  functions  are  justified,  and  authorized  in advance by the
                  appropriate executive.

                  Vasogen  must  receive  an  identifiable  benefit  in terms of
                  greater   efficiencies  or  improved  staff  morale  from  the
                  expenses  associated with staff functions.  All expense claims
                  must be supported by receipts and documentation.

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                       Vasogen's Employee Code of Conduct

         D.       Business Lunches, Dinners, Receptions

                  Employees must safeguard the Company's  resources and must not
                  entertain   other  employees  at  Company   expense,   without
                  appropriate business justification.

                  Certain  members of senior  management  may  provide  lunch or
                  dinner  or host  receptions  and  recover  the  cost  from the
                  Company when such activities are an integral part of meetings,
                  conferences, or the efficient conduct of Vasogen business.


7.       OUTSIDE CONSULTANTS AND AGENTS
         ------------------------------

                  Outside  consultants or agents will be expected to comply with
                  this Code of Conduct.

                  As  per  the  Company's  standard  terms  for  services,  each
                  consultant or agent will be referred to this Code and informed
                  that they will be expected to comply with its provisions  with
                  respect to their work for the Company.


8.       COMMUNITY ACTIVITIES AND POLITICAL CONTRIBUTIONS
         ------------------------------------------------

                  Vasogen  believes in  contributing  to society and  encourages
                  employees to participate in community activities.

                  When appropriate, we will communicate information and opinions
                  on issues of public concern that may affect Vasogen. Decisions
                  by our employees  whether or not to contribute time, money, or
                  resources of their own to any political or community  activity
                  are entirely personal and voluntary.  We will obey all laws in
                  promoting the Company's position to government authorities and
                  in  making  political  contributions.  The  Company  will  not
                  contribute to political candidates.


9.       INTERNET,  E-MAIL,  Courier,  and  Post  (Collectively   "Communication
         -----------------------------------------------------------------------
         Systems")
         --------

                  Vasogen's  Communication  Systems are to be used primarily for
                  Company business.

                  Under no circumstances may the Company's Communication Systems
                  be used:

                        o     For sending  discriminatory or harassing messages,
                              chain  letters,  or material that is obscene or in
                              bad taste or for  receiving  the same  (other than
                              unsolicited messages);
                        o     For commercial solicitations; or
                        o     In any way that would otherwise violate this Code.

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                       Vasogen's Employee Code of Conduct

                  Vasogen  owns  all  e-mail  messages  that  are  sent  from or
                  received through  Vasogen's  systems.  It may monitor messages
                  and Internet usage and may be required to disclose them in the
                  case of litigation or any appropriate government inquiry.

10.      REPORTING ILLEGAL OR UNETHICAL BEHAVIOR
         ---------------------------------------

                  The Company has established a Whistleblower  Policy  available
                  to all  employees  that  provides a  mechanism  through  which
                  employees  may  anonymously  notify the  Company of  potential
                  violations or concerns  regarding certain conduct.  The Policy
                  also  provides  a  mechanism  for  responding  to and  keeping
                  records  of  any  complaints  from  employees  regarding  such
                  potential violations or concerns.

11.      DISCLOSURE
         ----------

                  Every employee shall disclose promptly to his or her immediate
                  manager any personal  situation or transaction  that is or may
                  be in  conflict  with the intent or spirit of this  Code,  and
                  shall cooperate  fully with any inquiry into such matter.  The
                  manager  shall  determine  what  action  should  be taken  and
                  recommend that action for approval by the next higher level of
                  management.  If  disclosure  of a matter to your manager seems
                  inappropriate,  promptly  discuss  the  matter  with the Chief
                  Executive Officer or the Chief Operating Officer.

12.      APPLICATION AND RESPONSIBILITIES
         --------------------------------

                  This Code of Conduct is available to all Vasogen  employees on
                  the  Vasogen   website.   Each  employee  of  Vasogen  or  its
                  subsidiaries is responsible for complying with this Code. Each
                  employee  will be  asked  to  confirm  knowledge  of the  Code
                  electronically.

                  A code cannot address all specific situations. It is therefore
                  each  employee's  responsibility  to apply the  principles set
                  forth  in this  Code in a  responsible  fashion  and  with the
                  exercise of good judgment and common sense. If something seems
                  unethical or improper,  it likely is. Always remember:  If you
                  are  unsure  of what  to do in any  situation,  seek  guidance
                  before you act.

                  A  failure  by  any  employee  to  comply  with  the  laws  or
                  regulations  governing the Company's  business,  this Code, or
                  any  other  Company  policy  or  requirement   may  result  in
                  disciplinary action up to and including  termination,  and, if
                  warranted,  legal  proceedings.  All employees are expected to
                  cooperate in internal investigations of misconduct.


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                       Vasogen's Employee Code of Conduct

                  The Company  acknowledges  that from time to time  extenuating
                  circumstances may arise where a policy cannot be fully adhered
                  to in a  particular  instance.  Not every  instance in which a
                  policy is  overridden  or an exception to policy is taken will
                  constitute a breach of the Code of Conduct. However, to ensure
                  that  any  decision  to  depart  from  Company  policy  is not
                  inconsistent  with this  Code,  any  supervisor,  who  directs
                  another  employee to disregard  Company  policy,  or to depart
                  from a Company procedure or internal control,  will report the
                  matter to one of:  the Chief  Financial  Officer  or the Head,
                  Human Resources,  together with a brief  explanation as to why
                  the  supervisor  took the view that the departure  from policy
                  was considered  warranted in the  circumstances.  Anyone of us
                  who is  directed  by a  supervisor  to  depart  from a Company
                  policy and  believes  that the  direction  might  constitute a
                  violation  of this Code should  report the matter to the Chief
                  Financial  Officer or the Head,  Human Resources as a possible
                  violation  of this Code,  unless the matter has  already  been
                  reported as required above by the manager. Notwithstanding the
                  foregoing, any waivers from this Code that are granted for the
                  benefit of any Company  directors or executive  officers shall
                  be  granted  by the  Compensation,  Nominating  and  Corporate
                  Governance Committee only.

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