Exhibit 99.2

  CODE OF ETHICS AND BUSINESS CONDUCT FOR OFFICERS, DIRECTORS AND EMPLOYEES OF
                        ROSEDALE DECORATIVE PRODUCTS LTD.

1. TREAT IN AN ETHICAL MANNER THOSE TO WHOM ROSEDALE DECORATIVE PRODUCTS
   LTD. CORPORATION HAS AN OBLIGATION

     The officers, directors and employees of ROSEDALE DECORATIVE PRODUCTS LTD.
(the "Company") are committed to honesty, just management, fairness, providing a
safe and healthy environment free from the fear of retribution, and respecting
the dignity due everyone. For the communities in which we live and work we are
committed to observe sound environmental business practices and to act as
concerned and responsible neighbors, reflecting all aspects of good citizenship.

     For our shareholders we are committed to pursuing sound growth and earnings
objectives and to exercising prudence in the use of our assets and resources.

     For our suppliers and partners we are committed to fair competition and the
sense of responsibility required of a good customer and teammate.

2. PROMOTE A POSITIVE WORK ENVIRONMENT

     All employees want and deserve a workplace where they feel respected,
satisfied, and appreciated. We respect cultural diversity and will not tolerate
harassment or discrimination of any kind -- especially involving race, color,
religion, gender, age, national origin, disability, and veteran or marital
status.

     Providing an environment that supports honesty, integrity, respect, trust,
responsibility, and citizenship permits us the opportunity to achieve excellence
in our workplace. While everyone who works for the Company must contribute to
the creation and maintenance of such an environment, our executives and
management personnel assume special responsibility for fostering a work
environment that is free from the fear of retribution and will bring out the
best in all of us. Supervisors must be careful in words and conduct to avoid
placing, or seeming to place, pressure on subordinates that could cause them to
deviate from acceptable ethical behavior.

3. PROTECT YOURSELF, YOUR FELLOW EMPLOYEES, AND THE WORLD WE LIVE IN

     We are committed to providing a drug-free, safe and healthy work
environment, and to observing environmentally sound business practices. We will
strive, at a minimum, to do no harm and where possible, to make the communities
in which we work a better place to live. Each of us is responsible for
compliance with environmental, health and safety laws and regulations.


4. KEEP ACCURATE AND COMPLETE RECORDS

     We must maintain accurate and complete Company records. Transactions
between the Company and outside individuals and organizations must be promptly
and accurately entered in our books in accordance with generally accepted
accounting practices and principles. No one should rationalize or even consider
misrepresenting facts or falsifying records. It will not be tolerated and will
result in disciplinary action.

5. OBEY THE LAW

     We will conduct our business in accordance with all applicable laws and
regulations. Compliance with the law does not comprise our entire ethical
responsibility. Rather, it is a minimum, absolutely essential condition for
performance of our duties. In conducting business, we shall:
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     A. STRICTLY ADHERE TO ALL ANTITRUST LAWS

          Officer, directors and employees must strictly adhere to all antitrust
     laws. Such laws exist in the United States and in many other countries
     where the Company may conduct business. These laws prohibit practices in
     restraint of trade such as price fixing and boycotting suppliers or
     customers. They also bar pricing intended to run a competitor out of
     business; disparaging, misrepresenting, or harassing a competitor; stealing
     trade secrets; bribery; and kickbacks.

     B. STRICTLY COMPLY WITH ALL SECURITIES LAWS

          In our role as a publicly owned company, we must always be alert to
     and comply with the security laws and regulations of the United States and
     other countries.

           I. DO NOT ENGAGE IN SPECULATIVE OR INSIDER TRADING

               Federal law and Company policy prohibits officers, directors and
          employees, directly or indirectly through their families or others,
          from purchasing or selling company stock while in the possession of
          material, non-public information concerning the Company. This same
          prohibition applies to trading in the stock of other publicly held
          companies on the basis of material, non-public information. To avoid
          even the appearance of impropriety, Company policy also prohibits
          officers, directors and employees from trading options on the open
          market in Company stock under any circumstances.

               Material, non-public information is any information that could
          reasonably be expected to affect the price of a stock. If an officer,
          director or employee is considering buying or selling a stock because
          of inside information they possess, they should assume that such
          information is material. It is also important for the officer,
          director or employee to keep in mind that if any trade they make
          becomes the subject of an investigation by the government, the trade
          will be viewed after-the-fact with the benefit of hindsight.
          Consequently, officers, directors and employees should always
          carefully consider how their trades would look from this perspective.

               Two simple rules can help protect you in this area: (1) Do not
          use non-public information for personal gain. (2) Do not pass along
          such information to someone else who has no need to know.

               This guidance also applies to the securities of other companies
          for which you receive information in the course of your employment at
          The Company .

          II. BE TIMELY AND ACCURATE IN ALL PUBLIC REPORTS

               As a public company, the Company must be fair and accurate in all
          reports filed with the United States Securities and Exchange
          Commission. Officers, directors and management of The Company are
          responsible for ensuring that all reports are filed in a timely manner
          and that they fairly present the financial condition and operating
          results of the Company.

               Securities laws are vigorously enforced. Violations may result in
          severe penalties including forced sales of parts of the business and
          significant fines against the Company. There may also be sanctions
          against individual employees including substantial fines and prison
          sentences.

               The principal executive officer and principal financial Officer
          will certify to the accuracy of reports filed with the SEC in
          accordance with the Sarbanes-Oxley Act of 2002. Officers and Directors
          who knowingly or willingly make false certifications may be subject to
          criminal penalties or sanctions including fines and imprisonment.
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6. AVOID CONFLICTS OF INTEREST

     Our officers, directors and employees have an obligation to give their
complete loyalty to the best interests of the Company. They should avoid any
action that may involve, or may appear to involve, a conflict of interest with
the Company. Officers, directors and employees should not have any financial or
other business relationships with suppliers, customers or competitors that might
impair, or even appear to impair, the independence of any judgment they may need
to make on behalf of the Company.



HERE ARE SOME WAYS A CONFLICT OF INTEREST COULD ARISE:

o        Employment  by a  competitor,  or potential  competitor,  regardless of
         the nature of the employment, while employed by the Company.
o        Acceptance of gifts, payment, or services from those seeking to do
         business with the Company .
o        Placement of business with a firm owned or controlled by an officer,
         director or employee or his/her family.
o        Ownership of, or substantial interest in, a company that is a
         competitor, client or supplier.
o        Acting as a consultant to a the Company  customer, client or supplier.
o        Seeking the services or advice of an accountant or attorney who has
         provided services to the Company.

     Officers, directors and employees are under a continuing obligation to
disclose any situation that presents the possibility of a conflict or disparity
of interest between the officer, director or employee and the Company.
Disclosure of any potential conflict is the key to remaining in full compliance
with this policy.

7. COMPETE ETHICALLY AND FAIRLY FOR BUSINESS OPPORTUNITIES

     We must comply with the laws and regulations that pertain to the
acquisition of goods and services. We will compete fairly and ethically for all
business opportunities. In circumstances where there is reason to believe that
the release or receipt of non-public information is unauthorized, do not attempt
to obtain and do not accept such information from any source.

     If you are involved in Company transactions, you must be certain that all
statements, communications, and representations are accurate and truthful.

8. AVOID ILLEGAL AND QUESTIONABLE GIFTS OR FAVORS

     The sale and marketing of our products and services should always be free
from even the perception that favorable treatment was sought, received, or given
in exchange for the furnishing or receipt of business courtesies. Officers,
directors and employees of the Company will neither give nor accept business
courtesies that constitute, or could be reasonably perceived as constituting,
unfair business inducements or that would violate law, regulation or policies of
the Company, or could cause embarrassment to or reflect negatively on the
Company's reputation.

9. MAINTAIN THE INTEGRITY OF CONSULTANTS, AGENTS, AND REPRESENTATIVES

     Business integrity is a key standard for the selection and retention of
those who represent the Company. Agents, representatives and consultants must
certify their willingness to comply with the Company's policies and procedures
and must never be retained to circumvent our values and principles. Paying
bribes or kickbacks, engaging in industrial espionage, obtaining the proprietary
data of a third party without authority, or gaining inside information or
influence are just a few examples of what could give us an unfair competitive
advantage and could result in violations of law.
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10. PROTECT PROPRIETARY INFORMATION

     Proprietary Company information may not be disclosed to anyone without
proper authorization. Keep proprietary documents protected and secure. In the
course of normal business activities, suppliers, customers and competitors may
sometimes divulge to you information that is proprietary to their business.
Respect these confidences.

11. OBTAIN AND USE COMPANY ASSETS WISELY

     Personal use of Company property must always be in accordance with
corporate policy. Proper use of Company property, information resources,
material, facilities and equipment is your responsibility. Use and maintain
these assets with the utmost care and respect, guarding against waste and abuse,
and never borrow or remove Company property without management's permission.

12. FOLLOW THE LAW AND USE COMMON SENSE IN POLITICAL CONTRIBUTIONS AND
    ACTIVITIES

     The Company encourages its employees to become involved in civic affairs
and to participate in the political process. Employees must understand, however,
that their involvement and participation must be on an individual basis, on
their own time and at their own expense. In the United States, federal law
prohibits corporations from donating corporate funds, goods, or services,
directly or indirectly, to candidates for federal offices -- this includes
employees' work time. Local and state laws also govern political contributions
and activities as they apply to their respective jurisdictions.

13. BOARD COMMITTEES.

     The Company shall establish an Audit Committee empowered to enforce this
Code of Ethics. The Audit Committee will report to the Board of Directors at
least once each year regarding the general effectiveness of the Company's Code
of Ethics, the Company's controls and reporting procedures and the Company's
business conduct.

14. DISCIPLINARY MEASURES.

     The Company shall consistently enforce its Code of Ethics and Business
Conduct through appropriate means of discipline. Violations of the Code shall be
promptly reported to the Audit Committee. Pursuant to procedures adopted by it,
the Audit Committee shall determine whether violations of the Code have occurred
and, if so, shall determine the disciplinary measures to be taken against any
employee or agent of the Company who has so violated the Code.

     The disciplinary measures, which may be invoked at the discretion of the
Audit Committee, include, but are not limited to, counseling, oral or written
reprimands, warnings, probation or suspension without pay, demotions, reductions
in salary, termination of employment and restitution.

     Persons subject to disciplinary measures shall include, in addition to the
violator, others involved in the wrongdoing such as (i) persons who fail to use
reasonable care to detect a violation, (ii) persons who if requested to divulge
information withhold material information regarding a violation, and (iii)
supervisors who approve or condone the violations or attempt to retaliate
against employees or agents for reporting violations or violators.