EXHIBIT 21.2

DataMetrics Corporation Code of Ethics
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FOREWORD

This Corporate Code of Conduct and Ethics, referred to as the "Code," is
intended to provide our associates, as defined below, with a clear understanding
of the principles of business conduct and ethics that are expected of them. The
standards set forth in the Code apply to us all. Every associate of the company
must acknowledge his or her review of and agreement to comply with the Code as a
condition of his or her relationship with the company.

The term "associate" means every full and part-time employee of the company and
its subsidiaries, all members of the company's senior management, including the
company's Chief Executive Officer and Chief Financial Officer, and every member
of the company's Board of Directors, even if such member is not employed by the
company.

Many of the standards outlined on the following pages will be familiar, for they
reflect the fundamental values of fairness and integrity that are a part of our
daily lives. Applying these standards to our business lives is an extension of
the values by which we are known as individuals and by which we want to be known
as a company.

It is our responsibility to conduct ourselves in an ethical business manner and
also to ensure that others do the same. If anyone of us violates these
standards, he or she can expect a disciplinary response, up to and including
termination of any employment or other relationship with the company, and
possibly other legal action. If any breach of the Code is known to you, you are
obligated to report violations to the Chief Executive Officer or any member of
the Board of Directors. By doing so, we ensure that the good faith efforts of
all of us to comply with the Code are not undermined.

The ultimate responsibility for maintaining our Code rests with each of us. As
individuals of personal integrity, we can do no less than to behave in a way
that will continue to bring credit to ourselves and our company. While it is
impossible for this Code to describe every situation that may arise, the
standards explained in this Code are guidelines that should govern our conduct
at all times. If you are confronted with situations not covered by this Code, or
have questions regarding the matters that are addressed in the Code, you are
urged to consult with the Chief Executive Officer or a member of the Board of
Directors.
The provisions of the Code regarding the actions the company will take are
guidelines which the company intends to follow. There may be circumstances,
however, that in the company's judgment require different measures or actions
and in such cases it may act accordingly while still attempting to fulfill the
principles underlying this Code.

I.    GENERAL PRINCIPLES AND REQUIREMENTS

To be honest, fair, and accountable in all business dealings and obligations,
and to ensure:
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the provision of high quality products and service on a timely basis consistent
with customer requirements, with emphasis on fair competition and long lasting
relationships with all customers and suppliers and the ethical handling of
conflicts of interest between personal and professional relationships; full,
fair, accurate, timely and understandable disclosure in the reports required to
be filed by the company with the Securities and Exchange Commission; compliance
with applicable governmental rules and regulations; safe working conditions and
an environment characterized by fairness, respect for the individual, dignity
and equal opportunity; and the pursuit of growth and earnings objectives in
accordance with the foregoing principles.

II.   CONFLICTS OF INTEREST

Associates should avoid any situation that may involve, or even appear to
involve, a conflict between their personal interests and the interests of the
company. In dealings with current or potential customers, suppliers,
contractors, and competitors, each associate should act in the best interest of
the company to the exclusion of personal advantage. Associates are prohibited
from any of the following activities which could represent an actual or
perceived conflict of interest:

No associate or immediate family member of an associate shall have a significant
financial interest in, or obligation to, any outside enterprise which does or
seeks to do business with the company or which is an actual or potential
competitor of the company, without prior approval. No associate shall engage in
activities that are directly competitive with those in which the company is
engaged.

No associate shall conduct a significant amount of business on the company's
behalf with an outside enterprise which does or seeks to do business with the
company if an immediate family member of the associate is a principal, officer
or employee of such enterprise, without prior approval of the Board of
Directors, or in the case of executive officers or members of the Board of
Directors, the full Board of Directors or a committee thereof.

No associate shall divert a business opportunity from the company to such
individual's own benefit. If an associate becomes aware of an opportunity to
acquire or profit from a business opportunity or investment in which the company
is or may become involved or in which the company may have an existing interest,
the associate should disclose the relevant facts to the Chief Executive Officer
or a member of the Board of Directors. The associate may proceed to take
advantage of such opportunity only if the company is unwilling or unable to take
advantage of such opportunity as notified in writing by the Board of Directors.

No associate or immediate family member of an associate shall receive any loan
or advance from the company, or be the beneficiary of a guarantee by the company
of a loan or advance from a third party, except for customary advances or
corporate credit in the ordinary course of business or approved by the Board of
Directors. Please see Section III.D. below, "Corporate Advances", for more
information on permitted corporate advances.

In addition, the Board of Directors will review and approve all related-party
transactions, as required by the Securities and Exchange Commission or any other
regulatory body to which the company is subject. Each associate should make
prompt and full disclosure in writing to the Chief Executive Officer or a member
of the Board of Directors of any situation that may involve a conflict of
interest. Failure to disclose any actual or perceived conflict of interest is a
violation of the Code.
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III.  PROTECTION AND PROPER USE OF COMPANY ASSETS

Proper protection and use of company assets and assets entrusted to it by
others, including proprietary information, is a fundamental responsibility of
each associate of the company. Associates must comply with security programs to
safeguard such assets against unauthorized use or removal, as well as against
loss by criminal act or breach of trust. The provisions hereof relating to
protection of the company's property also apply to property of others entrusted
to it (including proprietary and confidential information).

A. Proper Use of Company Property

The removal from the company's facilities of the company's property is
prohibited, unless authorized by the company. This applies to furnishings,
equipment, and supplies, as well as property created or obtained by the company
for its exclusive use such as client lists, files, personnel information,
reference materials and reports, computer software, data processing programs and
data bases. Neither originals nor copies of these materials may be removed from
the company's premises or used for purposes other than the company's business
without prior written authorization.

The company's products and services are its property; contributions made by any
associate to their development and implementation are the company's property and
remain the company's property even if the individual's employment or
directorship terminates.
Each associate has an obligation to use the time for which he or she receives
compensation from the company productively. Work hours should be devoted to
activities directly related to the company's business.

B. Confidential Information

The company provides its associates with confidential information relating to
the company and its business with the understanding that such information is to
be held in confidence and not communicated to anyone who is not authorized to
see it, except as may be required by law. The types of information that each
associate must safeguard include (but are not limited to) the company's plans
and business strategy, unannounced products and/or contracts, sales data,
significant projects, customer and supplier lists, patents, patent applications,
trade secrets, manufacturing techniques and sensitive financial information,
whether in electronic or conventional format. These are costly, valuable
resources developed for the exclusive benefit of the company. No associate shall
disclose the company's confidential information to an unauthorized third party
or use the company's confidential information for his or her own personal
benefit.

C. Accurate Records and Reporting

Under law, the company is required to keep books, records and accounts, and
retain documents related thereto, that accurately and fairly reflect all
transactions, dispositions of assets and other events that are the subject of
specific regulatory record keeping requirements, including generally accepted
accounting principles and other applicable rules, regulations and criteria for
preparing financial statements and for preparing periodic reports filed with the
Securities and Exchange Commission. All company reports, accounting records,
sales reports, expense accounts, invoices, purchase orders, and other documents
must accurately and clearly represent the relevant facts and the true nature of
transactions. Reports and other documents should state all material facts of a
transaction and not omit any information that would be relevant in interpreting
such report or document. Under no circumstance may there be any unrecorded
liability or fund of the company, regardless of the purposes for which the
liability or fund may have been intended, or any improper or inaccurate entry
knowingly made on the books or records of the company. No payment on behalf of
the company may be approved or made with the intention, understanding or
awareness that any part of the payment is to be used for any purpose other than
that described by the documentation supporting the payment. In addition,
intentional accounting misclassifications (e.g., expense versus capital) and
improper acceleration or deferral of expenses or revenues are unacceptable
reporting practices that are expressly prohibited.
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The company has developed and maintains a system of internal controls to provide
reasonable assurance that transactions are executed in accordance with
management's authorization, are properly recorded and posted, and are in
compliance with regulatory requirements. The system of internal controls within
the company includes written policies and procedures, budgetary controls,
supervisory review and monitoring, and various other checks and balances, and
safeguards.

The company has also developed and maintains a set of disclosure controls and
procedures to ensure that all of the information required to be disclosed by the
company in the reports that it files or submits under the Securities Exchange
Act is recorded, processed, summarized and reported within the time periods
specified by the Securities and Exchange Commission's rules and forms.

Responsibility for compliance with these internal controls and disclosure
controls and procedures rests not solely with the company's accounting
personnel, but with all associates involved in approving transactions, supplying
documentation for transactions, and recording, processing, summarizing and
reporting of transactions and other information required by periodic reports
filed with the Securities and Exchange Commission.
Any associate who believes the company's books and records are not in accord
with these requirements should immediately report the matter to the Chief
Executive Officer or a member of the Board of Directors. The company has adopted
explicit non-retaliation policies with respect to these matters, as described in
Section VIII below.

D. Corporate Advances

Under law, the company may not loan money to associates except in limited
circumstances. It shall be a violation of the Code for any associate to advance
company funds to any other associate or to himself or herself except for usual
and customary business advances for legitimate corporate purposes which are
approved by a supervisor or pursuant to a corporate credit card for usual and
customary, legitimate business purposes. Company credit cards are to be used
only for authorized, legitimate business purposes. An associate will be
responsible for any unauthorized charges to a company credit card.
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IV.   FAIR DEALING WITH CUSTOMERS, SUPPLIERS, COMPETITORS, AND ASSOCIATES

The company does not seek to gain any advantage through the improper use of
favors or other inducements. Good judgment and moderation must be exercised to
avoid misinterpretation and adverse effect on the reputation of the company or
its associates.

Offering, giving, soliciting or receiving any form of bribe to or from an
employee of a customer or supplier to influence that employee's conduct is
strictly prohibited.

A. Giving Gifts

Cash or cash-equivalent gifts must not be given by an associate to any person or
enterprise. Gifts, favors and entertainment may be given to non-governmental
employees if what IS given: is consistent with customary business practice;

is not excessive in value and cannot be construed as a bribe or pay-off;

is not in violation of applicable law or ethical standards; and

will not embarrass the company or the associate if publicly disclosed.
See also subsection D below for considerations relating to gifts to foreign
officials and Section V. B below for considerations relating to gifts to
government employees.

B. Receiving Gifts

Gifts, favors, entertainment or other inducements may not be accepted by
associates or members of their immediate families from any person or
organization that does or seeks to do business with, or is a competitor of, the
company, except as common courtesies usually associated with customary business
practices. If the gift is of more than token value, the Board of Directors must
approve its acceptance.
An especially strict standard applies when suppliers are involved. If a gift
unduly influences or makes an associate feel obligated to "pay back" the other
party with business, receipt of the gift is unacceptable. It is never acceptable
to accept a gift in cash or cash equivalent.

C. Unfair Competition and Antitrust Concerns

Although the free enterprise system is based upon competition, rules have been
imposed stating what can and what cannot be done in a competitive environment,
including, without limitation, federal and state antitrust laws that are
intended to preserve the free enterprise system by ensuring that competition is
the primary regulator of the economy. Compliance with the antitrust laws is in
the public interest, in the interest of the business community at large, and in
our company's interest. A primary focus of antitrust laws is on dealings between
competitors. Another focus of antitrust law is how a company deals with
customers, suppliers, contractors and other third parties. In all interactions
with third parties all associates must follow these rules:
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Never agree with a competitor or a group of competitors to charge the same
prices or to use the same pricing methods, to allocate services, customers,
private or governmental payor contracts or territories among yourselves, to
boycott or refuse to do business with a provider, vendor, payor or any other
third party, or to refrain from the sale or marketing of, or limit the supply
of, particular products or services.

Never discuss past, present, or future prices, pricing policies, bundling,
discounts or allowances, royalties, terms or conditions of sale, costs, choice
of customers, territorial markets, production quotas, allocation of customers or
territories, or bidding on a job with a competitor.
Make every output-related decision (pricing, volume, etc.) independently, in
light of costs and market conditions and competitive prices. Engage in other
prohibited activity, such as illegal price discrimination, reciprocal buying and
selling or tying of products, and trade restraint Be careful of your conduct. An
"agreement" that violates the antitrust laws may be not only a written or oral
agreement, but also a "gentlemen's agreement" or a tacit understanding. Such an
"agreement" need not be in writing. It can be inferred from conduct, discussions
or communications of any sort with a representative of a competitor.

In addition, the following practices can lead to liability for "unfair
competition" and should be avoided. They are violations of the Code.

Disparagement of Competitors.

It is not illegal to point out weaknesses in a competitor's service, product or
operation; however, associates may not spread false rumors about competitors or
make misrepresentations about their businesses. For example, an associate may
not pass on anecdotal or unverified stories about a competitor's products or
services as the absolute truth (e.g., the statement that "our competitors'
diagnostic testing procedures have poor quality control").

Disrupting a Competitor's Business.

This includes bribing a competitor's employees, posing as prospective customers
or using deceptive practices such as enticing away employees in order to obtain
secrets or destroy a competitor's organization. For example, it is not a valid
form of "market research" to visit a competitor's place of business posing as a
customer.

Finally, always immediately inform the Chief Executive Officer or the Board of
Directors if local, state or federal law enforcement officials request
information from the company concerning its operations.

D. Unfair Practices in International Business

Under the Foreign Corrupt Practices Act ("FCPA"), associates of the company are
prohibited from making certain gifts to foreign officials. "Foreign officials"
include not only persons acting in an official capacity on behalf of a foreign
government, agency, department or instrumentality, but also representatives of
international organizations, foreign political parties and candidates for
foreign public office. The gift is "corrupt" under the FCPA if it is made for
the purpose of:

Influencing any act or decision of a foreign official in his official capacity;

Inducing a foreign official to do or omit to do any act in violation of his
lawful duty;
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Inducing a foreign official to use his position to affect any decision of the
government; or

Inducing a foreign official to secure any "improper advantage."

A gift is still "corrupt" even when paid through an intermediary. Any associate
who has any questions whatsoever as to whether a particular gift might be
"corrupt" under the FCPA, please contact the Chief Executive Officer or any
member of the Board of Directors.

V.    GOVERNMENT RELATIONS

Associates must adhere to the highest standards of ethical conduct in all
relationships with government employees and must not improperly attempt to
influence the actions of any public official.

A. Government Procurement

The U.S. Government and many state and local governments have adopted
comprehensive laws and regulations governing their purchases of products from
private contractors. These laws and regulations are intended to assure that
governmental entities receive pricing, terms, and conditions equivalent to those
granted to the company's most favored commercial customers and that there is
full and open competition in contracting.

When selling products or services to government procurement agencies, the
company is accountable for complying with all applicable procurement laws,
regulations, and requirements. Certifications to, and contracts with, government
agencies are to be signed by a company associate authorized by the Board of
Directors to sign such documents, based upon knowledge that all requirements
have been fully satisfied.

B. Payments to Officials

Payments or gifts shall not be made directly or indirectly to any government
official or associate if the gift or payment is illegal under the laws of the
country having jurisdiction over the transaction, or if it is for the purpose of
influencing or inducing the recipient to do, or omit to do, any act in violation
of his or her lawful duty. Under no circumstances should gifts be given to
employees of the United States Government.

C. Political Contributions

Company funds, property or services may not be contributed to any political
party or committee, or to any candidate for or holder of any office of any
government. This policy does not preclude, where lawful, company expenditures to
support or oppose public referendum or separate ballot issues, or, where lawful
and when reviewed and approved in advance by the Board of Directors, the
formation and operation of a political action committee.

VI.      COMPLIANCE WITH LAWS, RULES AND REGULATIONS

All employees must comply with the laws and regulations applicable to the
nation, state and localities in which they do business. Without limiting the
foregoing:
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A. Insider Trading Policy

The company expressly forbids any associate from trading on material non-public
information or communicating material non-public information to others in
violation of the law. This conduct is frequently referred to as "insider
trading." This policy applies to every associate of the company and extends to
activities both within and outside their duties to the company, including
trading for a personal account.

The concept of who is an "insider" is broad. It includes officers, directors and
employees of a company. In addition, a person can be a "temporary insider" if he
or she enters into a special confidential relationship in the conduct of a
company's affairs and as a result is given access to information solely for the
company's purpose. A temporary insider can include, among others, a company's
investment advisors, agents, attorneys, accountants and lending institutions, as
well as the employees of such organizations. An associate may also become a
temporary insider of another company with which our company has a contractual
relationship, to which it has made a loan, to which it provides advice or for
which it performs other services.

Trading on inside information is not a basis for liability unless the
information is material. This is information that a reasonable investor would
consider important in making his or her investment decisions, or information
that is likely to have a significant effect on the price of a company's
securities.

Information is non-public until it has been effectively communicated to the
marketplace. Tangible evidence of such dissemination is the best indication that
the information is public. For example, information found in a report filed with
the Securities and Exchange Commission or appearing in a national newspaper
would be considered public.

B. Equal Employment Opportunity

The company makes employment-related decisions without regard to a person's
race, color, religious creed, age, sex, sexual orientation, marital status,
national origin, ancestry, present or past history of mental disorder, mental
retardation, learning disability or physical disability, including, but not
limited to, blindness and genetic predisposition, or any other factor unrelated
to a person's ability to perform the person's job. "Employment decisions"
generally mean decisions relating to hiring, recruiting, training, promotions
and compensation, but the term may encompass other employment actions as well.
The company encourages its associates to bring any problem, complaint or concern
regarding any alleged employment discrimination to the attention of Chief
Executive Officer or a member of the Board of Directors.

C. Sexual Harassment Policy

The company is committed to maintaining a collegial work environment in which
all individuals are treated with respect and dignity and which is free of sexual
harassment. In keeping with this commitment, the company will not tolerate
sexual harassment of associates by anyone, including any supervisor, co-worker,
vendor, client or customer, whether in the workplace, at assignments outside the
workplace, at company-sponsored social functions or elsewhere.
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D. Health, Safety & Environment Laws

Health, safety, and environmental responsibilities are fundamental to the
company's values. Associates are responsible for ensuring that the company
complies with all provisions of the health, safety, and environmental laws of
the United States and of other countries where the company does business.

The penalties that can be imposed against the company and its associates for
failure to comply with health, safety, and environmental laws can be
substantial, and include imprisonment and fines.

VII.  IMPLEMENTATION OF THE CODE

The company's Board of Directors has appointed the Board of Directors to
administer, update and enforce the Code. Ultimately, the Board of Directors of
the company must ensure that the Board of Directors fulfills its
responsibilities. As further set forth in Section VIII below, the company has
attempted to design procedures that ensure maximum confidentiality and, most
importantly, freedom from the fear of retaliation for complying with and
reporting violations under the Code.
The Board of Directors, which has overall responsibility for overseeing the
implementation of the Code, shall appoint the Chief Executive Officer to
implement the Code. Unless otherwise designated by the Board of Directors, the
Chief Financial Officer shall serve as the Chief Executive Officer.

Specific responsibilities of the position are to:

Ensure that the Code is distributed to all associates and that all associates
acknowledge the principles of the Code;

Implement a training program around the Code;

Audit and assess compliance success with the Code;

Serve as a point person for reporting violations and asking questions under the
Code; and

Revise and update the Code to respond to detected violations and changes in the
law.

The Chief Executive Officer shall promptly report all violations and suspected
violations of the Code to the Board of Directors. The primary responsibilities
of the Board of Directors, in its oversight of the Code, are to:

Assist the Chief Executive Officer in developing and updating the Code;

Monitor and audit compliance with the Code;

Serve as point persons for reporting violations and asking questions under the
Code;

Conduct internal investigations, with the assistance of counsel, of suspected
compliance violations;

Evaluate disciplinary action for associates who violate the Code;

In the case of more severe violations of the Code, make recommendations
regarding disciplinary action to the Board of Directors or a committee thereof;
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and

Evaluate the effectiveness of the Code and improve the Code. The Chief Executive
Officer will provide a summary of all matters considered under the Code to the
Board of Directors at each regular meeting thereof, or sooner if warranted by
the severity of the matter. All proceedings and the identity of the person
reporting will be kept as confidential as practicable under the circumstances.

VIII. REPORTING VIOLATIONS UNDER THE CODE: NON-RETALIATION

POLICY

Any associate of the company having any information or knowledge regarding the
existence of any violation or suspected violation of the Code has a duty to
report the violation or suspected violation to the Chief Executive Officer or
any member of the Board of Directors. Failure to report suspected or actual
violations is itself a violation of the Code and may subject the associate to
disciplinary action, up to and including termination of employment or legal
action. The company will endeavor to keep reports confidential to the fullest
extent practicable under the circumstances.

Any associate who reports a suspected violation under the Code by the company,
or its agents acting on behalf of the company, to the Chief Executive Officer or
any member of the Board of Directors, may not be fired, demoted, reprimanded or
otherwise harmed for, or because of, the reporting of the suspected violation,
regardless of whether the suspected violation involves the associate, the
associate's supervisor or senior management of the company.

In addition, any associate who reports a suspected violation under the Code
which the associate reasonably believes constitutes a violation of a federal
statute by the company, or its agents acting on behalf of the company, to a
federal regulatory or law enforcement agency, may not be reprimanded,
discharged, demoted, suspended, threatened, harassed or in any manner
discriminated against in the terms and conditions of the associate's employment
for, or because of, the reporting of the suspected violation, regardless of
whether the suspected violation involves the associate, the associate's
supervisor or senior management of the company.

IX. QUESTIONS UNDER THE CODE AND WAIVER PROCEDURES

Associates are encouraged to consult with the Chief Executive Officer and Board
of Directors about any uncertainty or questions they may have under the Code. If
any situation should arise where a course of action would likely result in a
violation of the Code but for which the associate thinks that a valid reason for
the course of action exists, the associate should contact the Chief Executive
Officer or a member of the Board of Directors to obtain a waiver prior to the
time the action is taken. Except as noted below, the Board of Directors will
review all the facts surrounding the proposed course of action and will
determine whether a waiver from any policy in the Code should be granted. It is
the company's policy only to grant waivers from the Code in limited and
compelling circumstances.
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Waiver Procedures for Executive Officers and Directors. Waiver requests by an
executive officer or member of the Board of Directors shall be referred by the
Board of Directors, with its recommendation, to the Board of Directors or a
committee thereof for consideration. If either (i) a majority of the independent
directors on the Board of Directors, or (ii) a committee comprised solely of
independent directors agrees that the waiver should be granted, it will be
granted. If required to comply with applicable law, the company will disclose
the nature and reasons for the waiver on a Form 8-K to be filed promptly with
the Securities and Exchange Commission or as otherwise as required by the
Securities and Exchange Commission. If the Board denies the request for a
waiver, the waiver will not be granted and the associate may not pursue the
intended course of action.
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APPENDIX

ASSOCIATE'S AGREEMENT TO COMPLY

I have read the DataMetrics Corporation Corporate Code of Conduct and Ethics
(the "Code"). I have obtained an interpretation of any provision about which I
had a question. I agree to abide by the provisions of the Code. Based on my
review, I acknowledge that to the best of my knowledge, I am not in violation
of, or aware of any violation by others of, any provision contained in the Code;

OR

I have made a full disclosure on the reverse side of this acknowledgment of the
facts regarding any possible violation of the provisions set forth in the Code.
In addition, I understand that I am required to report any suspected or actual
violation of the Code. I understand that I am required to cooperate fully with
the company in connection with the investigation of any suspected violation. I
understand that my failure to comply with the Code or its procedures may result
in disciplinary action, up to and including termination.

By: Date: _________________________________
Name (Please print): _______________________
Department/Location: ______________________


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