GENERAL COMPONENTS, INC.

                       CODE OF BUSINESS CONDUCT AND ETHICS

                      For Employees, Officers and Directors

Introduction

     To further our company's fundamental principles of honesty, loyalty,
fairness and forthrightness we have established the General Components, Inc.
("GCI") Code of Business Conduct and Ethics (the "Code"). Our Code strives to
deter wrongdoing and promote the following six objectives:

o     Honest and ethical conduct;

o     Avoidance of conflicts of interest between personal and professional
      relationships;

o     Full, fair, accurate, timely and transparent disclosure in periodic
      reports required to be filed by GCI with the Securities and Exchange
      Commission and in other public communications made by GCI;

o     Compliance with the applicable government regulations;

o     Prompt internal reporting of Code violations; and

o     Accountability for compliance with the Code.

Accounting Controls, Procedures & Records

     Applicable laws and company policy require GCI to keep books and records
that accurately and fairly reflect its transactions and the dispositions of its
assets. In this regard, our financial executives shall:

o     Provide information that is accurate, complete, objective, relevant,
      timely and understandable.

o     Comply with rules and regulations of federal, state, provincial and local
      governments, and other appropriate private and public regulatory agencies.

o     Act in good faith, responsibly, with due care, competence and diligence,
      without misrepresenting material facts or allowing independent judgment to
      be subordinated.

     All directors, officers, employees and other persons are prohibited from
directly or indirectly falsifying or causing to be false or misleading any
financial or accounting book, record or account. Furthermore, no director,
officer or employee of GCI may directly or indirectly:

o     Make or cause to be made a materially false or misleading statement, or

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o     Omit to state, or cause another person to omit to state, any material fact
      necessary to make statements made not misleading in connection with the
      audit of financial statements by independent accountants, the preparation
      of any required reports whether by independent or internal accountants, or
      any other work which involves or relates to the filing of a document with
      the Securities and Exchange Commission.

Bribery

     The offering, promising, or giving of money, gifts, loans, rewards, favors
or anything of value to any supplier, customer or governmental official is
strictly prohibited.

Communications

     It is very important that the information disseminated about GCI be both
accurate and consistent. For this reason, certain of our executive officers who
have been designated as authorized spokespersons per our policy regarding
compliance with Regulation FD are responsible for our internal and external
communications, including public communications with stockholders, analysts and
other interested members of the financial community. Employees should refer all
outside requests for information to the authorized spokespersons.

Computer and Information Systems

     For business purposes, officers and employees are provided telephones and
computer workstations and software, including network access to computing
systems such as the Internet and e-mail, to improve personal productivity and to
efficiently manage proprietary information in a secure and reliable manner. You
must obtain the permission from our Information Technology Services department
to install any software on any company computer or connect any personal laptop
to the GCI network. As with other equipment and assets of GCI, we are each
responsible for the appropriate use of these assets. Except for limited personal
use of GCI's telephones and computer/e-mail, such equipment may be used only for
business purposes. Officers and employees should not expect a right to privacy
of their e-mail. All e-mails on company equipment are subject to monitoring by
GCI.

Confidential or Proprietary Information

     Company policy prohibits employees from disclosing confidential or
proprietary information outside GCI, either during or after employment, without
company authorization to do so. Unless otherwise agreed to in writing,
confidential and proprietary information includes any and all methods,
inventions, improvements or discoveries, whether or not patentable or
copyrightable, and any other information of a similar nature disclosed to the
directors, officers or employees of GCI or otherwise made known to us as a
consequence of or through employment or association with GCI (including
information originated by the director, officer or employee). This can include,
but is not limited to, information regarding our business, research,
development, inventions, trade secrets, intellectual property of any type or
description, data, business plans, marketing strategies and contract
negotiations.



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Conflicts of Interest

     Company policy prohibits conflicts between the interests of its employees,
officers, directors and GCI. A conflict of interest exists when an employee,
officer, or director's personal interest interferes or may interfere with the
interests of the company. Conflicts of interest may not always be clear, so if
an employee has a concern that a conflict of interest may exist, they should
consult with higher levels of management, and in the case of officers and
directors, they should consult with a member of the Audit Committee. When it is
deemed to be in the best interests of GCI and its shareholders, the Audit
Committee may grant waivers to employees, officers and directors who have
disclosed an actual or potential conflict of interest. Such waivers are subject
to approval by the Board of Directors.

Fraud

     Company policy prohibits fraud of any type or description.

Inside Information

     Company policy and applicable laws prohibit disclosure of material inside
information to anyone outside GCI without a specific business reason for them to
know. It is unlawful and against company policy for anyone possessing inside
information to use such information for personal gain. GCI's policies with
respect to the use and disclosure of material non-public information are more
particularly set forth in GCI's Insider Trading Policy.

Political Contributions

     Company policy prohibits the use of company, personal or other funds or
resources on behalf of GCI for political or other purposes which are improper or
prohibited by the applicable federal, state, local or foreign laws, rules or
regulations. Company contributions or expenditures in connection with election
campaigns will be permitted where allowed by federal, state, local or foreign
election laws, rules and regulations.

Reporting and Non-Retaliation

     Employees who have evidence of any violations of this Code are encouraged
and expected to report them to their supervisor, and in the case of officers and
directors, they should report evidence of any such violations to a member of the
Audit Committee. Such reports will be investigated in reference to applicable
laws and company policy. Violations of this Code or any other unlawful acts by
our officers, directors or employees may subject the individual to dismissal
from employment and/or fines, imprisonment and civil litigation according to
applicable laws.

     We will not allow retaliation against an employee for reporting a possible
violation of this Code in good faith. Retaliation for reporting a federal
offense is illegal under federal law and prohibited under this Code. Retaliation
for reporting any violation of a law, rule or regulation or a provision of this
Code is prohibited. Retaliation will result in discipline up to and including
termination of employment and may also result in criminal prosecution.



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Waivers

     There shall be no waiver of any part of this Code for any director or
officer except by a vote of the Board of Directors or a designated board
committee that will ascertain whether a waiver is appropriate under all the
circumstances. In case a waiver of this Code is granted to a director or
officer, the notice of such waiver shall be posted on our website within five
days of the Board of Director's vote or shall be otherwise disclosed as required
by applicable law or the rules of any stock exchange on which our securities may
be listed or quoted for trading. Notices posted on our website shall remain
there for a period of 12 months and shall be retained in our files as required
by law.


                                   Approved By The Board of Directors
                                   March  2005


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                          1. GENERAL COMPONENTS, INC.

                             INSIDER TRADING POLICY
                         and Guidelines with Respect to
                   Certain Transactions in Company Securities

     In order to take an active role in the prevention of insider trading
violations by its directors, officers and other employees, as well as by other
related individuals, General Components, Inc. (the "Company" or "GCI") has
adopted the policies and procedures described in this Memorandum.

Applicability of Policy

     This Policy applies to all transactions in the Company's securities,
including common stock, options for common stock and any other securities the
Company may issue from time to time, such as preferred stock, warrants and
convertible debentures, as well as to derivative securities relating to the
Company's stock, whether or not issued by the Company, such as exchange-traded
options. It applies to all directors, officers and all other employees of, or
consultants or contractors to, the Company, as well as family members of such
persons, and others, in each case where such persons have or may have access to
Material Nonpublic Information (as defined below). This group of people, members
of their immediate families, and members of their households are sometimes
referred to in this Policy as "Insiders." This Policy also applies to any person
who receives Material Nonpublic Information from any Insider.

     Any person who possesses Material Nonpublic Information regarding the
Company is an Insider for so long as the information is not publicly known. Any
employee can be an Insider from time to time, and would be subject to this
Policy.

Compliance Officer

     The Company has appointed Bruce A. Cole, President, as the Company's
Insider Trading Compliance Officer. Please contact him (or anyone that he has
designated to field questions) with questions as to any of the matters discussed
in this Policy.

Statement of Policy

General Policy

     It is the policy of the Company to oppose the unauthorized disclosure of
any nonpublic information acquired in the work-place and the misuse of Material
Nonpublic Information in securities trading.



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Specific Policies

      Trading on Material Nonpublic Information. No director, officer or other
      employee of, or consultant or contractor to, the Company, and no member of
      the immediate family or household of any such person, shall engage in any
      transaction involving a purchase or sale of the Company's securities,
      including any offer to purchase or offer to sell, during any period
      commencing with the date that he or she possesses Material Nonpublic
      Information concerning the Company, and ending at the open of business on
      the second full Trading Day following the date of public disclosure of
      that information, or at such time as such nonpublic information is no
      longer material. As used herein, the term "Trading Day" shall mean a day
      on which national stock exchanges and the Nasdaq National Market are open
      for trading. A Trading Day begins at the time trading begins on such day.
      This restriction on trading does not apply to transactions made under a
      trading plan that has been adopted pursuant to Rule 10b5-1(c) promulgated
      under the Securities Exchange Act of 1934, as amended, and that has been
      approved in writing by the Company (an "approved Rule 10b5-1 trading
      plan").

      Tipping. No Insider shall disclose ("tip") Material Nonpublic Information
      to any other person (including family members) where such information may
      be used by such person to his or her profit by trading in the securities
      of companies to which such information relates, nor shall such Insider or
      related person make recommendations or express opinions on the basis of
      Material Nonpublic Information as to trading in the Company's securities.

      Confidentiality of Nonpublic Information. Nonpublic information relating
      to the Company is the property of the Company and the unauthorized
      disclosure of such information is forbidden. In the event any director,
      officer or other employee receives any inquiry from outside the Company,
      such as a stock analyst, for information (particularly financial results
      and/or projections) that may be Material Nonpublic Information, the
      inquiry should be referred to the Company's Compliance Officer, who is
      responsible for coordinating and overseeing the release of such
      information to the investing public, analysts and others in compliance
      with applicable laws and regulations.

      Blackout Period. All Section 16 Persons and Designated Insiders (contact
      the Compliance Officer if you are unsure whether you fall into either of
      these categories) must refrain from engaging in transactions involving a
      purchase or sale of the Company's securities, including any offer to
      purchase or offer to sell, during the period in any fiscal quarter
      commencing three weeks prior to the end of the fiscal quarter and ending
      at the open of market on the third full Trading Day following the date of
      public disclosure of the financial results for the prior fiscal quarter or
      year.

      Prohibition Against Margining of Company Securities. No Section 16 Person
      of the Company shall margin, or make any offer to margin, any of the
      Company's securities as collateral to purchase the Company's securities or
      the securities of any other issuer. Notwithstanding the previous sentence,
      this paragraph is not meant to, and shall not be construed so as to,
      affect the ability of any Section 16 Person of the Company, from using his
      or her GCI securities as collateral to securitize a bona fide loan.


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      Prohibition Against Short Sales. No Section 16 Person or other employee of
      the Company shall, directly or indirectly, sell any equity security of the
      Company if the person selling the security or his principal (1) does not
      own the security sold, or (2) if owning the security, does not deliver it
      against such sale (a "short sale against the box") within 20 days
      thereafter, or does not within five days after such sale deposit it in the
      mails or other usual channels of transportation. Generally, a short sale,
      as defined in this Policy, means any transaction whereby one may benefit
      from a decline in the Company's stock price. While employees who are not
      executive officers or directors are not prohibited by law from engaging in
      short sales of the Company's securities, the Company believes it is
      inappropriate for employees to engage in such transactions.

      Prohibition Against Trading in Derivative Securities. No Section 16 Person
      or other employee of the Company shall purchase or sell, or make any offer
      to purchase or offer to sell, derivative securities relating to the
      Company's securities, whether or not issued by the Company, such as
      exchange traded options to purchase or sell the Company's securities (so
      called "puts" and "calls"). This paragraph is not meant to, and shall not
      be construed as to, affect the ability of the Company to grant options to
      officers, directors and employees under employee benefit plans or
      agreements adopted by the Board of Directors or the ability of officers,
      directors and employees to exercise such options and sell the underlying
      Common Stock, provided that any such sale is otherwise in accordance with
      this Policy.

      Prohibition Against Internet Disclosure. It is inappropriate for any
      unauthorized person to disclose Company information on the Internet and
      more specifically in forums (chat rooms) where companies and their
      prospects are discussed. Examples of such forums include but are not
      limited to Yahoo! Finance, Silicon Investor and Motley Fool. The posts in
      these forums are typically made by unsophisticated investors who are
      sometimes poorly informed, and generally are carelessly stated or, in some
      cases, malicious or manipulative and intended to benefit their own stock
      positions. Accordingly, no director, officer, employee, consultant or
      contractor or other party related to the Company may discuss the Company
      or Company-related information in such a forum regardless of the
      situation. Despite any inaccuracies that may exist (and often there are
      many), posts in these forums can result in the disclosure of material
      non-public information and may bring significant legal and financial risk
      to the Company and are therefore prohibited, without exception. Any post
      that is made by any person with access to Material Nonpublic Information,
      or information supplied by any such person for someone else to post, will
      be treated as a violation of this Policy.

Potential Criminal and Civil Liability and/or Disciplinary Action

      Liability for Insider Trading. Pursuant to federal and state securities
      laws, Insiders may be subject to criminal and civil fines and penalties as
      well as imprisonment for engaging in transactions in the Company's
      securities at a time when they have knowledge of Material Nonpublic
      Information regarding the Company.

      Liability for Tipping. Insiders may also be liable for improper
      transactions by any person (commonly referred to as a "tippee") to whom
      they have disclosed Material Nonpublic Information regarding the Company
      or to whom they have made recommendations or expressed opinions on the
      basis of such information as to trading in the Company's securities. The
      Securities and Exchange Commission (the "SEC") has imposed large penalties
      even when the disclosing person did not profit from the trading. The SEC,
      the stock exchanges and the National Association of Securities Dealers,
      Inc. use sophisticated electronic surveillance techniques to uncover
      insider trading.



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      Possible Disciplinary Actions. Employees of the Company who violate this
      Policy shall also be subject to disciplinary action by the Company, which
      may include ineligibility for future participation in the Company's equity
      incentive plans or termination of employment.

Trading Guidelines and Requirements

      Recommended Trading Window. The "Trading Window" is that period of a
      fiscal quarter during which the Section 16 Persons and Designated Insiders
      of the Company are not precluded (assuming they do not possess Material
      Nonpublic Information) from trading in the Company's securities as
      described in Paragraph 2 below.

            The safest period for trading in the Company's securities, assuming
      the absence of Material Nonpublic Information, is generally the first 20
      days of the Trading Window. However, even during the Trading Window any
      person possessing Material Nonpublic Information concerning the Company
      should not engage in any transactions in the Company's securities until
      such information has been known publicly for at least one full Trading
      Day. This trading restriction does not apply to transactions made under an
      approved Rule 10b5-1 trading plan. Each person is individually responsible
      at all times for compliance with the prohibitions against insider trading.

      Blackout Period and Trading Window. The period in any fiscal quarter
      beginning on the first day of the third month of the fiscal quarter and
      ending at the open of market on the second full Trading Day following the
      date of public disclosure of the financial results for that quarter (the
      "Blackout Period") is a particularly sensitive period of time for
      transactions in the Company's stock from the perspective of compliance
      with applicable securities laws. This sensitivity is due to the fact that
      directors, officers and certain other employees will, during that period,
      often possess Material Nonpublic Information about the expected financial
      results for the quarter. All Section 16 Persons and Designated Insiders of
      the Company are prohibited from trading during the Blackout Period.

            The prohibition against trading during the Blackout Period
      encompasses the fulfillment of "limit orders" by any broker for a Section
      16 Person or Designated Insider, and the brokers with whom any such limit
      order is placed must be so instructed at the time it is placed.

            From time to time, the Company may also prohibit Section 16 Persons
      and other employees, consultants or contractors from trading in the
      Company's securities because of developments known to such persons in the
      Company and not yet disclosed to the public. In this event, such persons
      may not engage in any transaction involving the purchase or sale of the
      Company's securities during such period and should not disclose that fact
      to others.



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            Any employee or other person possessing Material Nonpublic
      Information concerning the Company should not engage in any transactions
      in the Company's securities until such information has been known publicly
      for at least one full Trading Day, whether or not it is during the Trading
      Window or the Company has recommended suspension of trading to that
      person. This trading restriction does not apply to transactions made under
      an approved Rule 10b5-1 trading plan. Trading in the Company's securities
      during the Trading Window should not be considered a "safe harbor," and
      all Section 16 Persons, employees and other persons should use good
      judgment at all times.

      Pre-clearance of Trades. The Company has determined that all Section 16
      Persons and Designated Insiders of the Company should refrain from trading
      in the Company's securities, even during the Trading Window, without first
      complying with the Company's "pre-clearance" process. Each Section 16
      Person and Designated Insider should contact the Company's Insider Trading
      Compliance Officer prior to commencing any trade in the Company's
      securities. The Company may also find it necessary, from time to time, to
      require compliance with the pre-clearance process from certain other
      employees who have access to Material Nonpublic Information. A Section 16
      Person or Designated Insider wishing to trade pursuant to an approved Rule
      10b5-1 trading plan need not seek pre-clearance from the Company's Insider
      Trading Compliance Officer before each such trade takes place; however,
      such person must obtain Company approval of the proposed Rule 10b5-1
      trading plan before adopting it.

      Individual Responsibility. Every person subject to this Policy has the
      individual responsibility to comply with this Policy against insider
      trading, and appropriate judgment should be exercised in connection with
      any trade in the Company's securities. An Insider may, from time to time,
      have to forego a proposed transaction in the Company's securities even if
      he or she planned to make the transaction before learning of Material
      Nonpublic Information and even though the Insider believes he or she may
      suffer an economic loss or forego anticipated profit by waiting.

Applicability of Policy to Inside Information Regarding Other Companies

     This Policy and the restrictions and guidelines described herein also apply
to Material Nonpublic Information relating to other companies, including the
Company's customers, vendors or suppliers ("business partners"), when that
information is obtained in the course of employment with, or other services
performed for, the Company. Civil and criminal penalties, and termination of
employment, may result from trading on inside information regarding the
Company's business partners. All directors, officers and other employees should
treat Material Nonpublic Information about the Company's business partners with
the same care required for information related directly to the Company.

Definition of Material Nonpublic Information

     It is not possible to define all categories of material information.
However, information should be regarded as material if there is a reasonable
likelihood that it would be considered important to an investor in making an
investment decision regarding the purchase or sale of the Company's securities.
In this regard, there are various categories of information that are
particularly sensitive and, as a general rule, should always be considered
material. Examples of such information include:



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     Financial Related Events

            Financial results
            Projections of future earnings or losses
            Stock splits New equity or debt offerings
            Impending bankruptcy or financial liquidity problems
            Creation of a material direct or contingent financial obligation

     Corporate Developments

            Pending or proposed merger or acquisition
            Disposition or acquisition of significant
            assets Significant litigation exposure due
            to actual or threatened litigation Major
            changes in senior management
            Material agreement not in the ordinary course of business
           (or termination thereof)

     Product Development Related Events

           Timing of submissions to the Patent and
           Trademark Office or comparable foreign
           agencies License agreement, strategic
           partnership or collaborative arrangement (or
           termination thereof)

     Nonpublic information is information that has not been previously disclosed
to the general public and is otherwise not available to the general public.
Either positive or negative information may be material.

Certain Exceptions

     For purposes of this Policy, the Company considers that the exercise of
stock options for cash under the Company's stock option plans or the purchase of
shares under the Company's employee stock purchase plan (but not the sale of any
such shares) is exempt from this Policy, since the other party to the
transaction is the Company itself and the price does not vary with the market
but is fixed by the terms of the option agreement or the plan.

Additional Information - Directors and Officers

     Directors and officers of the Company must also comply with the reporting
obligations and limitations on short-swing transactions set forth in Section 16
of the Exchange Act. The practical effect of these provisions is that officers
and directors who purchase and sell the Company's securities within a six-month
period must disgorge all profits to the Company whether or not they had
knowledge of any Material Nonpublic Information. Under these provisions, and so
long as certain other criteria are met, neither the receipt of an option under
the Company's option plans, nor the exercise of that option, nor the purchase of
stock under the Company's employee stock purchase plan is deemed a purchase
under Section 16(b); however, the sale of any such shares is a sale under
Section 16. Moreover, pursuant to Section 16(c) of the Exchange Act (as well as
this Policy), no Section 16 Persons or any other employee may make a short sale
of the Company's stock. The Company has provided, or will provide, separate
memoranda and other appropriate materials to its officers and directors
regarding compliance with Section 16 and its related rules.



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     Persons subject to the reporting requirements of Section 16 must file their
statements of change in ownership on Form 4 before the end of the second
business day following such change in ownership. These reports will be made
available on our corporate website and a publicly accessible Internet site
maintained by the SEC.

Inquiries

     Please direct your questions as to any of the matters discussed in this
Policy to the Company's Insider Trading Compliance Officer.



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                                2. Attachment B
                     (to Insider Trading Compliance Program)
                  DIRECTORS AND OFFICERS SUBJECT TO SECTION 16

2.    Directors:

      Simon Mu, Chairman
      Bruce Cole, Vice Chairman
      Junichi Goto
      Regis Kwong
      Peter Wang
      James Walker

3.    Officers:

Name                          Position

Simon Mu                      Chief Executive Officer

Bruce Cole                    President and Secretary

Jonathan Chan                 Chief Financial Officer





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                                1. Attachment C
                     (to Insider Trading Compliance Program)
                               DESIGNATED INSIDERS

Name                          Position










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