AMERICAN
      SECURITY RESOURCES CORPORATION


CODE
      OF
      BUSINESS CONDUCT AND ETHICS





The
      Board
      of Directors of AMERICAN SECURITY RESOURCES CORPORATION (with its subsidiaries,
      the "Company") has adopted this code of conduct and ethics (this "Code")
      to:





|X|
            promote
                honest and ethical conduct, including fair dealing and the ethical
                handling of conflicts of interest;|X|
            promote
                full, fair, accurate, timely, and understandable
                disclosure;|X|
            promote
                compliance with applicable laws and governmental rules and
                regulations;|X|
            ensure
                the protection of the Company's legitimate business interest including
                corporate opportunities, assets and confidential information;
                and|X|
            deter
                wrongdoing.





All
      directors, officers and employees of the Company are expected to be familiar
      with the Code and to adhere to those principles and procedures set forth in
      the
      Code that apply to them.





For
      purposes of this Code, the "Code of Ethics Contact Person" will be different
      for
      various employees. For all directors and executive officers, the Code of Ethics
      Contact Person shall be the Company's Chief Financial Officer. For all other
      employees, the Code of Ethics Contact Person shall be the Company's Chief
      Executive Officer.





From
      time
      to time, the Company may waive some provisions of this Code. Any waiver of
      the
      Code for executive officers or directors of the Company may be made only by
      the
      Board of Directors. Any waiver for other employees may be made only by the
      Chief
      Executive Officer.





I.
      Honest
      and Candid Conduct





Each
      director, officer and employee owes a duty to the Company to act with integrity.
      Integrity requires, among other things, being honest and candid. Deceit and
      subordination of principle are inconsistent with integrity.





Each
      director, officer and employee must:








|X|
            Act
                with integrity, including being honest and candid while still maintaining
                the confidentiality of information where required or consistent with
                the
                Company's policies.|X|
            Observe
                both the form and spirit of laws and governmental rules and
              regulations,
                accounting standards and Company policies.|X|
            Adhere
                to a high standard of business ethics.|X|
            Conflicts
                of Interest





A
      "conflict of interest" occurs when an individual's private interest interferes
      or appears to interfere with the interests of the Company. A conflict of
      interest can arise when a director, officer, or employee takes actions or has
      interests that may make it difficult to perform his or her Company work
      objectively and effectively. For example, a conflict of interest would arise
      if
      a director, officer, or employee, or a member or his or her family, receives
      improper personal benefits as a result of his or her position in the Company.
      Any material transaction or relationship that could reasonably be expected
      to
      give rise to a conflict of interest should be discussed with the Code of Ethics
      Contact Person.





Service
      to the Company should never be subordinated to personal gain and advantage.
      Conflicts of interest should, wherever possible, be avoided. In particular,
      clear conflict of interest situations involving directors, executive officers,
      and other employees who occupy supervisory positions may include the
      following:





|X|
            any
                significant ownership interest in any material supplier or
                customer;|X|
            any
                consulting or employment relationship with any customer, supplier,
                or
                competitor;|X|
            the
                receipt of non-nominal gifts or excessive entertainment from any
                company
                with which the Company has current or prospective business
                dealings;|X|
            being
                in the position of supervising, reviewing or having any influence
                on the
                job evaluation, pay, or benefit of any immediate family member;
                and|X|
            selling
                anything to the Company or buying anything from the Company, except
                on the
                same terms and conditions as comparable directors, officers, or employees
                are permitted to so purchase or
                sell.





Such
      situations, if material, should always be discussed with the Code of Ethics
      Contact Person. Anything that would present a conflict for a director, officer,
      or employee would likely also present a conflict if it is related to a member
      of
      his or her family.





III.
      Disclosure





Each
      director, officer, or employee involved in the Company's disclosure process,
      including the Chief Executive Officer, the Chief Financial Officer, the Chief
      Accounting Officer, the controller, and such other finance, accounting, tax
      or
      internal audit personnel as the Chief Executive Officer or Chief Financial
      Officer may from time to time designate (the "Senior Financial Officers"),
      is
      required to be familiar with and comply with the Company's disclosure controls
      and procedures and internal control over financial reporting, to the extent
      relevant to his or her area of responsibility, so that the Company's public
      reports and documents filed with the Securities and Exchange Commission ("SEC")
      comply in all material respects with the applicable federal securities laws
      and
      SEC rules. In addition, each such person having direct or supervisory authority
      regarding these SEC filings or the Company's other public communications
      concerning its general business, results, financial condition and prospects
      should, to the extent appropriate within his or her area of responsibility,
      consult with other Company officers and employees and take other appropriate
      steps regarding these disclosures with the goal of making full, fair, accurate,
      timely, and understandable disclosure.





Each
      director, officer, or employee who is involved in the Company's disclosure
      process, including without limitation the Senior Financial Officers,
      must:





|X|
            Familiarize
                himself or herself with the disclosure requirements applicable to
                the
                Company as well as the business and financial operations of the
                Company.|X|
            Not
                knowingly misrepresent, or cause others to misrepresent, facts about
                the
                Company to others, whether within or outside the Company, including
                to the
                Company's independent auditors, governmental regulators, and
                self-regulatory organizations.|X|
            Properly
                review and critically analyze proposed disclosure for accuracy and
                completeness (or, where appropriate, delegate this task to
                others).





IV.
      Compliance





It
      is the
      Company's policy to comply with all applicable laws, rules, and regulations.
      It
      is the personal responsibility of each employee, officer, and director to adhere
      to the standards and restrictions imposed by those laws, rules, and regulations.
      In performing his or her duties, each employee, officer, and director will
      endeavor to comply, and take appropriate action within his or her areas of
      responsibility to cause the Company to comply, with applicable governmental
      laws, rules, and regulations and applicable rules and regulations of
      self-regulatory organizations.





It
      is
      against Company policy and in many circumstances illegal for a director,
      officer, or employee to profit from undisclosed information relating to the
      Company or any other company. Any director, officer, or employee may not
      purchase or sell any of the Company's securities while in possession of material
      nonpublic information relating to the Company. Also, any director, officer,
      or
      employee may not purchase or sell securities of any other company while in
      possession of any material non-public information relating to that
      company.





Any
      director, officer, or employee who is uncertain about the legal rules involving
      a purchase or sale of any Company securities or any securities in companies
      that
      he or she is familiar with by virtue of his or her work for the Company, should
      consult with the Code of Ethics Contact Person before making any such purchase
      or sale.





V.
      Reporting and Accountability





The
      Board
      of Directors and Audit Committee are responsible for applying this Code to
      specific situations in which questions are presented to it and has the authority
      to interpret this Code in any particular situation. Any director, officer,
      or
      employee who becomes aware of any existing or potential violation of this Code
      is required to notify the Code of Ethics Contact Person promptly. Failure to
      do
      so is itself a violation of this Code.





Any
      questions relating to how this Code should be interpreted or applied should
      be
      addressed to the Code of Ethics Contact Person. A director, officer, or employee
      who is unsure of whether a situation violates this Code should discuss the
      situation with the Code of Ethics Contact Person to prevent possible
      misunderstandings and embarrassment at a later date.





Each
      director, officer, or employee must:





|X|
      Notify the Code of Ethics Contact Person promptly of any existing
      or


potential
      violation of this Code.





|X|
      Not
      retaliate against any other director, officer, or employee for reports of
      potential violations that are made in good


faith.





The
Audit
      Committee or Chief Financial Officer shall take all action they consider
      appropriate to investigate any violations reported to them. If a violation
      has
      occurred, the Company will take such disciplinary or preventive action as it
      deems appropriate, after consultation with the Audit Committee, in the case
      of a
      director or executive officer, or Chief Financial Officer, in the case of any
      other employee.





The
      Company will follow the following procedures in investigating and enforcing
      this
      Code, and in reporting on the Code:








|X|
            Violations
                and potential violations will be reported by the Code of Ethics Contact
                Person to the Audit Committee, in the case of a violation by a director
                or
                executive officer, or the Chief Financial Officer, in the case of
                a
                violation by any other employee, after appropriate
                investigation.|X|
            The
                Audit Committee and the Chief Financial Officer will take all appropriate
                action to investigate any violations reported to them after appropriate
                investigation.|X|
            If
                the Audit Committee and the Chief Financial Officer determines that
                a
                violation has occurred, they will inform the Board of Directors,
                in the
                case of a violation by a director or executive officer, or the Chief
                Executive Officer in the case of a violation by any other
                employee.





Upon
      being notified that a violation has occurred, the Board of Directors or the
      Chief Executive Officer will take such disciplinary or preventive action as
      it
      deems appropriate, up to and including dismissal or, in the event of criminal
      or
      other serious violations of law, notification of appropriate governmental
      authorities.





From
      time
      to time, the Company may waive some provisions of this Code. Any waiver of
      the
      Code for executive officers or directors of the Company may be made only by
      the
      Board of Directors. Any waiver for other employees may be made only by the
      Chief
      Financial Officer.





VI.
      Corporate Opportunities





Directors,
      officers, and employees owe a duty to the Company to advance the Company's
      business interests when the opportunity to do so arises. Directors, officers,
      and employees are prohibited from taking (or directing to a third party) a
      business opportunity that is discovered through the use of corporate property,
      information, or position, unless the Company has already been offered the
      opportunity and turned it down. More generally, directors, officers, and
      employees are prohibited from using corporate property, information, or position
      for personal gain and from competing with the Company. Sometimes the line
      between personal and Company benefits is difficult to draw, and sometimes there
      are both personal and Company benefits in certain activities. Directors,
      officers, and employees who intend to make use of Company property or services
      in a manner not solely for the benefit of the Company should consult beforehand
      with the Code of Ethics Contact Person.





VII.
      Confidentiality





In
      carrying out the Company's business, directors, officers, and employees often
      learn confidential or proprietary information about the Company, its customers,
      suppliers, or joint venture parties. Directors, officers, and employees must
      maintain the confidentiality of all information so entrusted to them, except
      when disclosure is authorized or legally mandated. Confidential or proprietary
      information of the Company, and of other companies, includes any non-public
      information that would be harmful to the relevant company or useful or helpful
      to competitors if disclosed.








VIII.
      Fair Dealing





We
      have a
      history of succeeding through honest business competition. We do not seek
      competitive advantages through illegal or unethical business practices. Each
      director, officer, and employee should endeavor to deal fairly with the
      Company's customers, service providers, suppliers, competitors, and employees.
      No director, officer, or employee should take unfair advantage of anyone through
      manipulation, concealment, abuse of privileged information, misrepresentation
      of
      material facts, or any unfair dealing practice.





IX.
      Protection and Proper Use of Company Assets





All
      directors, officers and employees should protect the Company's assets and ensure
      their efficient use. All Company assets should be used only for legitimate
      business purposes.