CODE OF ETHICS
                      FOR CEO AND SENIOR FINANCIAL OFFICERS
                         STERLING EQUITY HOLDINGS, INC.


Sterling Equity Holdings, Inc. (Sterling) has a Code of Ethics applicable to all
its employees. In addition to the Code of Ethics, the CEO, and all senior
financial officers are subject to the following terms and policies.

1.   The CEO and all senior financial officers are responsible for full, fair,
     accurate, timely and understandable disclosure in the periodic reports
     required to be filed by Sterling with the Securities and Exchange
     Commission. Accordingly, it is the responsibility of the CEO and each
     senior financial officer to promptly bring to the attention of the
     appropriate officers, agents and employees involved in the preparation and
     approval of each report filed with the SEC (the "Disclosure Team") any
     material information which may affect the disclosures made by Sterling in
     its public filings. It is also the burden of the CEO and each senior
     financial officer to assist the Disclosure Team in fulfilling its
     responsibilities in connection with the preparation and filing of reports
     that comply fully with SEC reporting requirements.

2.   The CEO and each senior financial officer shall promptly bring to the
     attention of the Audit Committee (or the Disclosure Team and the Board of
     Directors, if there is no acting Audit Committee) any information he or she
     may have concerning (a) significant deficiencies in the design or operation
     of internal controls which could adversely affect Sterling's ability to
     record, process, summarize and/or report financial data or (b) fraud,
     whether or not material, that involves management or other employees who
     have significant role in Sterling's financial reporting, disclosures or
     internal control.

3.   The CEO and each senior financial officer shall promptly bring to the
     attention of the CEO and to the Audit Committee (or the Disclosure Team and
     the Board of Directors, if there is no acting Audit Committee) any
     information he or she may have concerning any violation of Sterling's Code
     of Ethics, including any actual or apparent conflicts of interest between
     personal and professional relationships, involving any management or other
     employees who have a significant role in Sterling's financial reporting,
     disclosures or internal controls.

4.   The CEO and each senior financial officer shall promptly bring to the
     attention of the CEO and to the Audit Committee (or the Disclosure Team and
     the Board of Directors, if there is no acting Audit Committee) any
     information he or she may have concerning evidence of a material violation
     of the securities or other laws, rules or regulations applicable to
     Sterling and the operation of its business, by Sterling or any agent
     thereof, or of violation of the Code of Ethics or of these additional
     policies and procedures.

5.   The Board of Directors shall determine, or designate appropriate persons to
     determine, appropriate action to be taken in the event of violations of the
     Code of Ethics or of these additional terms and policies by the CEO and/or
     any of the senior financial officers. Such actions shall be reasonably
     designed to deter wrongdoing and to promote accountability for adherence to
     the Code of Ethics and to these additional terms and policies, and shall
     include written notices to the individual involved that the Board has
     determined that there has been a violation, censure by the Board, demotion
     or re-assignment of the individual involved, suspension with or without pay
     or benefits (as determined by the Board) and termination of the
     individual's employment. In determining what action is appropriate in a
     particular case, the Board of Directors or such designee shall take into
     account all relevant information, including that nature and severity of the
     violation, whether the violation was a single occurrence or repeated
     occurrences whether the violation appears to have been intentional,
     inadvertent, whether the individual in question had been advised prior to
     the violation as to the proper course of action and whether or not the
     individual in question had committed or violations in the past.

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