**FMB
      EQUIBANC, INC.**





**CODE
      OF CONDUCT FOR SENIOR EXECUTIVE AND FINANCIAL OFFICERS**





**I.**
            **General**





The
      policy of FMB Equibanc, Inc. (“FMB”) is to comply strictly with all laws
      governing its operations and to conduct its affairs in keeping with the highest
      moral, legal and ethical standards. Senior executive and financial officers
      hold
      an important and elevated role in maintaining a commitment to (i) honest and
      ethical conduct, (ii) full, fair, accurate, timely and understandable disclosure
      in FMB’s public communications, and (iii) compliance with applicable
      governmental rules and regulations. Accordingly, FMB has adopted this Code
      of
      Ethics for its Chief Executive Officer, Chief Financial Officer, and any other
      senior executive or financial officers performing similar functions and so
      designated from time to time by the Chief Executive Officer (the “Senior
      Executive and Financial Officers”). This Code of Ethics shall be approved
      periodically **** by
      the
      Audit Committee **** of
      the
      Board of Directors (the “Audit Committee”) and disclosed to the public by means
      of one of the methods described in Item 406 of Regulation S-B promulgated by
      the
      Securities and Exchange Commission (the “SEC”).





**II.**
            **Honest
                and Ethical Conduct**





Senior
      Executive and Financial Officers are expected to exhibit and promote the highest
      standards of honest and ethical conduct, by, among other things, adhering to
      the
      following policies and procedures:





·
            Senior
                Executive and Financial Officers shall engage in only honest and
                ethical
                conduct, including the ethical handling of actual or apparent conflicts
                of
                interest between personal and professional relationships.





·
            Senior
                Executive and Financial Officers shall inform the Chairman of the
                Audit
                Committee of (a) deviations in practice from policies and procedures
                governing honest and ethical behavior or (b) any material transaction
                or relationship that could reasonably be expected to create a conflict
                of
                interest.





·
            Senior
                Executive and Financial Officers shall demonstrate personal support
                for
                the policies and procedures set forth in this Code of Ethics and
                shall
                strive to reinforce these principles and standards throughout
                FMB.





·
            Senior
                Executive and Financial Officers shall respect the confidentiality
                of
                information acquired in performance of one’s responsibilities and shall
                not use confidential information for personal
                advantage.











**III.**
            **Financial
                Records and Periodic
                Reports**





FMB
      is
      committed to full, fair, accurate, timely and understandable disclosure in
      reports and documents that it files with, or submits to, the SEC and in other
      public communications made by FMB. In support of this commitment, FMB has,
      among
      other measures, (a) designed and implemented disclosure controls and procedures
      (within the meaning of applicable SEC rules) and (b) required the maintenance
      of
      accurate and complete records, the prohibition of false, misleading or
      artificial entries on its books and records, and the full and complete
      documentation and recording of transactions in FMB’s accounting records. In
      addition to performing their duties and responsibilities under these
      requirements, each of the Senior Executive and Financial Officers will establish
      and manage FMB’s reporting systems and procedures with due care and diligence to
      ensure that:





·
            Reports
                filed with or submitted to the SEC and other public communications
                contain
                information that is full, fair, accurate, timely and understandable
                and do
                not misrepresent or omit material
                facts.





·
            Business
                transactions are properly authorized and completely and accurately
                recorded in all material respects on FMB’s books and records in accordance
                with generally accepted accounting principles and FMB’s established
                financial policies.





·
            Retention
                or disposal of FMB records is in accordance with established FMB
                policies
                and applicable legal and regulatory
                requirements.





**IV.**
            **Compliance
                with Applicable Laws, Rules and
                Regulations**





The
      policy of FMB is to comply with all applicable laws, rules and regulations.
      Accordingly, the Senior Executive and Financial Officers shall adhere to the
      standards and restrictions imposed by those laws, rules and regulations, and
      in
      particular, those relating to accounting and auditing matters.





Any
      Senior Executive or Financial Officer who is unsure whether a situation violates
      any applicable law, rule, regulation or FMB policy should discuss the situation
      with the Corporate Secretary or outside counsel.





**V.**
            **Compliance
                with Code of Ethics**





The
      Senior Executive and Financial Officers shall acknowledge their ongoing
      compliance with this Code of Ethics annually **** to
      the
      Audit Committee. This Code of Ethics will be published and made available to
      all
      employees, and any employee should promptly report any violation of this Code
      of
      Ethics to the Chairman of the Committee. The Board of Directors shall take
      appropriate action with respect to the failure of any Senior Executive or
      Financial Officer to comply with this Code of Ethics, which may include
      reprimand, demotion or dismissal, depending on the seriousness of the
      offense.