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|   | Burke                  Mills, Inc. (the “Company”) has adopted a Code of Ethics. The terms of                  this code are as follows: |
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|   | (1)                                                                                                                                                  | This                Code of Ethics applies to the Company’s                principal executive officer, principal financial officer, principal                accounting officer or controller, and any other persons who, now                or in the                future, are performing similar functions (hereafter individually                “Officer”). |
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|   | (2)                                                                                                                                                  | No                  Officer shall engage in any criminal, fraudulent or unethical acts                  or                  omissions with respect to conduct of the business, operations,                  financial,                  accounting and all other functions of the Company. |
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|   | (3)                                                                                                                                                  | All                actual or apparent conflicts of interest                between personal and professional relationships involving the Company                shall be reported to the chief executive officer of the Company or                in his                absence, the chief operating officer or next highest-ranking officer.                If                the actual or apparent conflict of interest exists with respect to                the                chief executive officer, the chief operating officer or other next                highest-ranking officer, such conflict of interest shall be reported                to an                independent member of the board of directors of the Company. |
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|   | (4)                                                                                                                                                  | All Officers shall at all times insure that                  all reports                  and documents filed with or submitted to the Securities and Exchange                  Commission and any other public communications made by the Company                  shall                  beprepared, filed, submitted and disseminated                  with                  complete, full, fair, accurate, timely and understandable                  disclosure. |
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|   | (5)                                                                                                                                                  | No Officer shall take any action, or fail to                  take any                  action, to fraudulently influence, coerce, manipulate or mislead                  the                  outside auditors of the Company’s financial statements for the purpose of                  rendering thosefinancial statements materially                  misleading. |
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|   | (6)                                                                                                                                                  | All                  Officers shall at all times comply with all governmental laws,                  rules and                  regulations in the conduct of the business, operations, financial,                  accounting and all other functions of the Company. |
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|   | (7)                                                                                                                                                  | Any                  violations of this code shall be reported to the chief executive                  officer,                  or in the absence of the chief executive officer, to the chief                  operating                  officer or the next highest-ranking officer of the Company. In                  the event                  of  any violation of the code involves the chief executive officer,                  or the chief operating officer or next highest-ranking officer                  of the                  Company, then such violation shall be reported to an independent                  member of                  the board directors  of the Company. |
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|   | (8)                                                                                                                                                  | All                  Officers of the Company shall be held accountable for adherence                  to this                  Code of Ethics. Whenever any violation of this Code of Ethics has                  been                  determined by management or by the board of directors of the Company                  to                  have occurred, appropriate measures shall be taken with respect                  to the                  Officer or Officers committing such                  violations. |