Exhibit 99.1
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                        TELS CORPORATION (the "Company")
                                 CODE OF CONDUCT


This Code of Conduct applies to Tels Corporation. and any of its subsidiaries or
affiliated  companies (unless designated  otherwise the "Company").  The Company
reserves the right to change,  amend,  or  eliminate  the Code of Conduct or any
provision in it without prior notice to any  employee.  The Code of Conduct does
not alter the  at-will  employment  relationship  between  an  employee  any the
Company.

I.  Conflict of Interest

No employee  may  benefit  personally  from the  Company's  dealings  with other
clients, affiliates, customers, manufacturers or distributors.

No  employee  may  compete  in  any  other  business  whether  as  an  employee,
consultant,  owner or in any other  company  without the express  prior  written
consent of a designated member of the Company's officers or directors except for
passive  investments  by the employee  which do not conflict with the employee's
obligations  toward  the  Company  or  interfere  with  the  performance  of the
employee's  job duties which must be approved by the  Company.  The Company will
not unreasonably withhold its consent to such passive investments.

No employee shall enter into, on behalf of the Company, contract,  agreement, or
other business arrangement with any close family member or with any corporation,
partnership,  association,  or other  entity  in which the  employee  or a close
family  member has any  substantial  financial  interest,  without  the  express
written  consent of the Company's  officers or  directors.  For purposes of this
Code of Conduct, a close family member includes an employee's  spouse,  domestic
partner,  anyone commonly  regarded as a ""significant  other"" or any employee"
biological or adopted child, parent, sibling, or grandparent,  and also includes
any other person who lives in the same household.

II. Use of Company Resources

No Company  employee may give or accept a bribe. All payments for services shall
be reasonable in relationship to the nature of the services provided.

No Company  employee will offer gifts to business  contacts if the act of giving
the  gift is  prohibited  by law or  prohibited  by the  contact's  own  company
policies.  Gifts should never be given for the purpose of improperly influencing
the recipient.

No Company  employee  shall  accept a gift from a Company  vendor or supplier of
greater than $50. Company property,  both tangible and  intellectual,  should be
safeguarded as if it were the employee's own.


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III.   Fraud, Dishonesty or Criminal Conduct

Fraud,  dishonesty  or  criminal  conduct or any  violent  activity  is strictly
prohibited by the Company. If fraud,  dishonesty,  criminal conduct or any other
activity  not  condoned by the Company is detected or  suspected  of any Company
employee,  or anyone doing  business with the Company,  it should be reported to
the  designated  member  of the  Company's  executive  management.  The  Company
prohibits   retribution  of  any  kind  against  persons  who  report  suspected
wrongdoing in good faith. Such action shall be grounds for immediate termination
for cause.

IV. Safeguarding Non-Public Information

Confidential  information  about the Company or its  suppliers  or  customers or
other  companies  should never be shared with anyone outside the Company without
the prior written approval of Company  executive  management.  It is illegal for
former  employees  to use  information  about the  Company or its  suppliers  or
customers   obtained  while  a  Company   employee,   or  to  take  confidential
Company-owned records with them when they leave the Company.

V. Securities Transactions

No employee  may trade  securities  of The  Company or any other  company if the
employee knows any non-public information about the Company or the company whose
securities are being traded that a reasonable person might consider important in
deciding whether to buy, sell, or hold such company's  securities.  This conduct
is commonly referred to as "insider trading",  and as such, is illegal and would
be grounds for immediate termination.

Any questions regarding the Company policy on insider trading should be referred
to the Chief Executive Officer or Chief Financial Officer of the Company.  Legal
penalties for trading on or communicating  material  non-public  information are
severe.  These penalties  apply to both the individuals  involved in the insider
trading and to their employers.  A person can be subject to penalties even if he
or she did not personally  benefit from the violation.  Penalties include fines,
jail sentences, and disgorgement of profit.

The term  "insider" may include not only officers,  director and employees,  but
also  spouses,  parents,  children  and  children's  spouses who reside with the
officer,  director or employee. In some circumstances persons living in the same
household as an officer,  director, or employee, or anyone for whom the officer,
director,  or employee is  financially  responsible  may also be  considered  an
insider.

Material  information is generally  defined as information  for which there is a
substantial likelihood that a reasonable investor would consider it important in
making his or her investment decisions. Material information is also information
that can  reasonably  be  expected to have an effect on the price of a company's
securities.  Material  information  includes,  but is not limited  to,  dividend
changes, earnings estimates,  changes in previously-released earnings estimates,
significant merger or acquisition proposals, major litigation, and extraordinary
developments.

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VI. Trade Practices

All  employees  are expected to comply  fully with all statutes and  regulations
applicable to the Company  businesses,  including  anti-trust laws, unfair trade
practice  laws,  nondiscrimination  statutes and the  Company's  trade  practice
policies. No employee shall discuss  competitively  sensitive information with a
competitor, agree to fix prices, divide markets, boycott customers or vendors or
engage in other anti-competitive practices.

VII. Employment Practices

The Company  forbids  employment  discrimination  or  harassment  based on race,
color,  gender,  national origin,  religion,  age,  disability,  veteran status,
sexual  orientation,  or marital  or  parental  status.  All  employees  have an
obligation to become  familiar  with and to comply with the Company's  policy on
non-discrimination.

All  employees,  especially  management,  should  understand  that  they have an
obligation  to report any improper  discrimination  or  harassment  to corporate
executive  management  immediately,  even if they  are  not the  target  of such
discrimination or harassment. Managers and even employees can be held personally
liable for engaging in unlawful discrimination or harassment.

The Company  will not  indemnify or provide a defense to any employee or manager
who it believes  has engaged in unlawful  discrimination  or  harassment  in the
event  that he or she is named as a  defendant  in any  charge or  complaint  of
discrimination or harassment.

VIII. Interactions with Outside People and Organizations

All media  inquiries  regarding  The Company  should be referred to or discussed
with the the Company's Chief Executive  Officer or Chief Financial Officer prior
to media contact.

IX. Internal Controls

Every  employee  must follow the  management  guidelines  which are  designed to
provide  reasonable  assurance to  shareholders  and regulators that the Company
businesses are being operated  effectively and efficiently under applicable laws
and  regulations  and that  financial  statements  prepared  by the  Company are
accurate.

X.  Privacy

Confidential personnel or medical information about Company employees should not
be  disclosed  to persons  outside the Company  without the  employee's  written
permission or as is required by law. Managers and supervisors  should also treat
such  information as  confidential  within the Company and should disclose it to
other company employees only is there is a significant need to know.

The Company's  computers,  telephones,  voicemail  system,  email system,  other
electronic  equipment and systems,  including software systems,  physical files,
lockers,  desks, and other furniture are the property of the Company.  Employees
have no right of privacy as to any materials,  communications,  information,  or
files  maintained  in or on the  Company's  property  or  transmitted  or stored
through the Company's computer, voicemail, e-mail, or telephone systems.


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XI. Intellectual Property

Intellectual  property that is designed,  created,  developed or modified  while
performing  work-related duties is the Company's  property,  not the employee's.
Company  employees  may not copy  software  provided  to the  Company by vendors
unless the  Company is licensed to make  copies and the  employee  has  received
written permission from the Company's Chief Executive Officer.

XII. Safety

Maintaining a safe working  environment  is of the utmost  importance and is the
responsibility  of everyone.  All  employees  and managers have an obligation to
familiarize  themselves  with and to comply with the safety rules and directives
of the Company and its Corporate Guidelines.

In some circumstances  managers can be held criminally  responsible for injuries
caused by their failure to observe proper safety procedures.

XIII. Charitable Fundraising

Employees are  encouraged to  participate  in outside  community and  charitable
services including political and religious organizations.  These activities must
be  limited to hours  outside  the normal  work  hours and are  restricted  from
company time and property  unless specific  written  permission is received from
the Chief Executive Officer.

XIV. Open Door Policy

Company  employees will have access to their supervisor  without having a formal
appointment  without  any  hindrance,  on  issues  of  professionalism,   legal,
counting,  medical,  insurance or client related  fraud.  Also covered is sexual
abuse,  emotional  abuse,  and  harassment  of any kind by another  employee  or
supervisor.  If an  employee  abuses  such  privilege,  he  or  she  could  face
limitations  to Open Door  Policy.  Open door policy is not to take the place of
normal discussion between employee and supervisor and not intended to circumvent
supervision in work performance,  compensation. Employee will have access to the
Chairman or CEO directly if no other supervisor resolves the issue at hand.

XV. Destruction and Preservation of Relevant Materials

Company  employees  at all levels will  preserve all  information  of a business
nature for a minimum of 3 years.  Voice Mails can be deleted weekly,  electronic
communications  including  emails;  electronic files will be kept for two years.
Medical  files,  client  master  files,  including  engagement  letter  and  all
correspondences,  audits  and the likes  will be kept for a minimum  of 5 years.
Personal  emails  and files  may be  deleted  at will.  All  information  on the
Company's  property,  computer  systems,  files,  electronic  media located on a
company owned, leased or managed site will be the property of the Company and as
such subject to search and disclosure.

XVI. Environmental Responsibility

Company  employees  should conduct their The Company business in compliance with
all  applicable  environmental  laws and  regulations.  The  Company  encourages
employees to recycle and to conserve energy and other resources.


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