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                                                                    EXHIBIT 10.1

                            DSG International Limited
                            Business Code of Conduct

Table of Contents

I.   Confidentiality

          .    How to treat Company confidential and proprietary information

II.  Conflicts of Interest

          .    Definition of potential conflict situations that may face an
               employee.

III. Gifts

          .    Policy on what gifts employees are able to accept.

IV.  Fraudulent Activities

          .    Expected employee conduct in their Company business dealings.

V.   Reporting Information

          .    Compliance requirements in the preparation of Company financial
               information.
          .    Importance of internal controls to safeguard Company assets.
          .    Proper statement of information to the public.

VI.  Communication Channels

          .    Process by which an employee can report unethical or corrupt
               behavior.

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                            DSG International Limited
                                 Code of Conduct

Introduction

This Code of Conduct for DSG International Limited (the "Company") is intended
to provide guidelines to all employees regarding ethical behavior when acting on
behalf of the Company. In addition, this document sets forth a Code of Conduct
for senior financial officers, senior management and other Company officers that
are responsible for the preparation of financial information prior to its public
release.

The underlying principles of this Code embrace the belief that high ethical
standards are expected from all of our employees. The governing principle of the
Company is to protect its reputation in the marketplace by adhering to
fundamental business methods and practices that comply with the laws and
regulations that preside over its business activities.

Confidential/Proprietary Information

Confidential information includes but is not limited to such things as business
or marketing plans, financial data, computer software programs, information
about suppliers, customers, personnel and matters generally not known to the
public. This would also include confidential proprietary information like
copyrights, patents or other intellectual property. All employees are expected
to maintain the confidentiality of such information. Upon cessation of
employment, employees must return to the Company any confidential information in
their possession.

Conflicts of Interest

A conflict of interest arises when an employee engages in any activity that
advances their personal interest to the detriment of the Company's interest. It
is the responsibility of the individual employee to avoid situations that
compromise the interests of the Company for their benefit or personal gain. The
following are some of the activities that would be classified as conflicts of
interests and are prohibited by the Company:

     .    Assisting any competitor.
     .    Performing personal activities that result in any form of competition
          against the Company.
     .    Maintaining a financial interest even if passive in any organization
          doing business with the Company. The ownership of a nominal amount of
          shares of a publicly traded company does not constitute maintaining a
          financial interest for purposes of defining a conflict of interest.
     .    Using "insider" information not generally available to the public to
          promote personal gain. The Company's Insider Trading Policy should be
          referenced for further explanation.

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Gifts

It is inappropriate to receive any gift as an employee from a Company business
partner if there could be a reasonable appearance that receipt of such gift
would influence a business relationship. However, it is proper to accept gifts
of nominal value that are customarily offered to others in similar
relationships. The receipt of any gift which is not nominal or customary must be
reported to your immediate superior. The gift must then be either returned or
disposed of and the provider be reminded in writing of the Company's policy in
this area.

Fraudulent Activities

The Company adheres to policies of "best practices" in all of its business
dealings. The Company will not tolerate any form of fraud or corruption in its
business activities or in the communication to the general public about any of
its business activities. Employees discovered to be engaged in fraudulent or
corrupt activities will be subject to termination and possibly face criminal
penalties from outside law enforcement agencies.

Reporting Information

Information of any type about the Company, but in particular financial
information is always expected to be recorded and reported accurately and
honestly. All officers, managers, and related parties involved with the
preparation of financial data within the Company are expected to comply with the
laws and standards of all regulatory bodies as they record and publish the
financial results of the Company's business. The Company is required to maintain
its books and records in compliance with such standards and laws set forth by
tax authorities, the Securities and Exchange Commission, the NASDAQ National
Market and any other pertinent regulatory agency.

It is imperative that the financial officers of the corporation do everything
possible to ensure that the books and records of the Company accurately reflect
its business transactions. The financial management of the Company is
responsible for the adequate design of systems of internal controls to assure
Company assets are both safe guarded and used for proper corporate purpose.
Financial statements must be prepared in conformity with generally accepted
accounting principles or any other required applicable standards.

Any financial manager or person responsible for the filing of or dissemination
of the Company's financial information is prohibited from knowingly making any
false or misleading statements or omissions of fact in the preparation or
presentation of such information. The Company will take every action necessary,
including legal measures, to protect its assets and reputation against any
employee proven to have knowingly misled the public by making false statements
or omitting facts relating to the financial performance of the Company.

Communication Channels - Speaking Up

If an employee knows of an unlawful or unethical situation they should
immediately communicate the matter to their manager. The manager is responsible
for seeing that the "complaint" is forwarded to the head of Human Resources
within the Company. The Company will review the report of unlawful or unethical
conduct and take necessary

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action. The Company will not tolerate any threats or acts of retaliation against
an employee reporting unlawful or unethical conduct.

Application of the Code of Conduct

This Code of Conduct applies to all directors, officers and employees of the
Company as well as to the partners with whom it does business. The purpose of
this Code is to affirm the Company's strong dedication to expressing the highest
standards of business conduct everywhere it transacts business. Failure to
comply with the standards contained in the Code will result in disciplinary
action that includes possible termination of employment. The Company will refer
incidents of fraudulent or corrupt behavior to public authorities for possible
further action to be taken.

No Code of Conduct can address all specific situations. It is, therefore, every
employee's responsibility to apply the principles set forth in this Code and to
exercise good business judgment. Ethical behavior is good for our business. It
fosters a healthy competitive environment and customer respect and loyalty.

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