**BRAMPTON
      CREST INTERNATIONAL, INC.**




**FINANCIAL
      CODE OF ETHICS**





As
      a
      public company, it is of critical importance that BRAMPTON CREST INTERNATIONAL,
      INC. (BRAMPTON) filings with the Securities and Exchange Commission be accurate
      and timely. Depending on their position with BRAMPTON, employees may be called
      upon to provide information to assure that BRAMPTON's public reports are
      complete, fair, and understandable. BRAMPTON expects all of its employees to
      take this responsibility seriously and to provide prompt and accurate answers
      to
      inquiries related to BRAMPTON's public disclosure requirements.




BRAMPTON's
      Finance Department bears a special responsibility for promoting integrity
      throughout BRAMPTON, with responsibilities to stakeholders both inside and
      outside of BRAMPTON. The Chief Executive Officer (CEO), Chief Financial Officer
      (CFO), and Finance Department personnel have a special role both to adhere
      to
      the principles of integrity and also to ensure that a culture exists throughout
      BRAMPTON as a whole that ensures the fair and timely reporting of BRAMPTON's
      financial results and conditions. Because of this special role, the CEO, CFO,
      and all members of BRAMPTON's Finance Department are bound by BRAMPTON's
      Financial Code of Ethics, and by accepting the Financial Code of Ethics, each
      agrees that they will:






-
      Act
      with honesty and integrity, avoiding actual or Brampton conflicts of interest
      in
      personal and professional relationships.






-
      Provide
      information that is accurate, complete, objective, relevant, timely and
      understandable to ensure full, fair, accurate, timely, and understandable
      disclosure in the reports and documents that BRAMPTON files with, or submits
      to,
      government agencies and in other public communications.






-
      Comply
      with the rules and regulations of federal, state and local governments, and
      other appropriate private and public regulatory agencies.






-
      Act in
      good faith, responsibly, with due care, competence and diligence, without
      misrepresenting material facts or allowing one's independent judgment to be
      subordinated.






-
      Respect
      the confidentiality of information acquired in the course of one's work, except
      when authorized or otherwise legally obligated to disclose. Confidential
      information acquired in the course of one's work will not be used for personal
      advantage.






-
      Share
      job knowledge and maintain skills important and relevant to stakeholders needs.






-
      Proactively promote and be an example of ethical behavior as a responsible
      partner among peers, in the work environment and in the community.









-
      Achieve
      responsible use of, and control over, all BRAMPTON assets and resources employed
      by, or entrusted to yourself, and your department.






-
      Receive
      the full and active support and cooperation of BRAMPTON's Officers, Sr. Staff,
      and all employees in the adherence to this Financial Code of Ethics.






-
      Promptly report to the CEO or CFO any conduct believed to be in violation of
      law
      or business ethics or in violation of any provision of this Code of Ethics,
      including any transaction or relationship that reasonably could be expected
      to
      give rise to such a conflict. Further, to promptly report to the Chair of
      BRAMPTON's Audit Committee or the Board of Directors prior to the formation
      of
      the Audit Committee, such conduct if by the CEO or CFO or if they fail to
      correct such conduct by others in a reasonable period of time.