Exhibit 14

                             TALLY HO VENTURES, INC.

                           CODE OF ETHICS AND CONDUCT

         The purpose of Tally Ho Ventures, Inc.'s (the "Company") Code of Ethics
and Conduct  (the "Code") is to establish  specific  standards  and policies for
conduct of the Company's  business in accordance  with all  applicable  federal,
state and local  laws,  honesty in our  business  dealings,  prudent  use of our
assets and resources,  sound growth and  achievement of business  objectives and
fair treatment of our employees.  We are committed to achieving and  maintaining
the highest level of integrity  and ethics in our dealings  with our  employees,
customers,  suppliers,  shareholders  and the public.  For the purposes of these
business and ethical conduct standards (the "Standards"),  the Company considers
its  executive  officers  (including  but not  limited  to the  Company's  Chief
Executive  Officer,   Chief  Financial  Officer,  and  Controller,   or  persons
performing similar functions),  directors,  employees, agents and consultants to
be "Employees" and each an "Employee."

         As Employees,  we are responsible for fully  implementing  the business
practices and corporate  policies of the Company.  These Standards are presented
to govern the conduct of all our Employees  and are intended to  supplement  the
requirements as set forth in the Company's employee manual.

         The purpose of this Code is to deter wrongdoing and to promote:

         (i) honest and  ethical  conduct,  including  the  ethical  handling of
actual or apparent  conflicts  of interest  between  personal  and  professional
relationships;

         (i) full,  fair,  accurate,  timely and  understandable  disclosure  in
reports and documents that the Company files,  or submits to, the Securities and
Exchange Commission ("SEC") or other governmental regulators and in other public
communications made by the Company;

         (iii)   compliance  with  applicable   governmental   laws,  rules  and
regulations;

         (iv)  prompt  internal  reporting  of  violations  of  this  Code to an
appropriate person or persons identified herein; and,

         (v) accountability for adherence to this Code.

CONFLICTS OF INTEREST

         It is very  important  that every  Employee  avoid any situation  which
involves a conflict  with his/her  duty to the Company and the  interests of the
Company and its shareholders. We expect our Employees to exercise good judgment,
honesty and high ethical  standards at all times.  Adherence to these  Standards
should  prevent the  occurrence  of conflicts of interest.  Employees  should be
particularly  sensitive to possible  conflicts  with  suppliers,  brokers or any
vendors which could arise from engaging in business  dealings with, or accepting
gifts or  compensation  from,  others.  If the Employee is in doubt,  the Ethics
Officer should be consulted.  The transmittal  letter  accompanying  the copy of
this Code of Ethics  delivered  to you  identifies  the Ethics  Officer  and the
Chairman of the Audit  Committee  of the Board of  Directors.  Should  questions
arise regarding the  appropriate  handling of your  responsibilities  under this
Code of Ethics, please contact either of these persons; and, definitely, contact
the Chairman of the Audit  Committee if and whenever you have concerns about the
prompt and responsive handling of any matter of concern to you.

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         Playing  "favorites"  or having  conflicts of interest,  in practice or
appearance,  runs counter to the fair  treatment  to which we are all  entitled.
Each Employee  should avoid any  relationship,  influence or activity that might
impair,  or have the appearance of impairing,  his/her ability to make objective
and fair decisions when  performing  his/her job.  Conflict of interest laws and
regulations must be fully and carefully observed.  When in doubt, review Company
policies and  procedures,  and share the facts of the situation  with the Ethics
Officer.

         Here are some ways a conflict of interest could arise:

-        Employment by a competitor or potential  competitor,  regardless of the
         nature of the employment, while employed by the Company

-        Acceptance of gifts,  cash or in kind from those seeking to do business
         with the Company

-        Placement of business with a firm owned or controlled by an Employee or
         his/her family

-        Ownership  of,  or  substantial  interest  in,  a  company  which  is a
         competitor of or a supplier to the Company

-        Acting as a consultant  to a Company  customer or supplier  without the
         Company's express prior written approval.  Approval is required for any
         Employee's services as director,  officer,  employee,  or consultant to
         any company which is a supplier or a customer having business  dealings
         with the Company.

         In  order  to  preserve  the  Company's   reputation  for  honesty  and
integrity,  the  management  of our Company must be advised of any matters which
might be considered sensitive.  Any such notification should be addressed to the
Ethics Officer. Each Employee has a duty to ensure that proprietary  information
relating  to the  Company or any entity or person  with which the  Company  does
business is not disclosed to anyone without proper authorization. Every Employee
has a duty to keep proprietary documents protected and secure, particularly when
dealing with suppliers, customers and competitors.

FINANCIAL REPORTING

        The Company's  senior  financial  officers  (e.g.,  principal  financial
officer,  comptroller,  principal  accounting  officer and any person performing
similar  functions)  as  well  as  any  person  whose  responsibilities  include
financial reporting duties ("Finance Personnel") have a heightened obligation to
perform  their  duties in a diligent,  honest and ethical  manner.  This duty of
honesty  extends  to  the  full,  fair,  accurate,   timely  and  understandable
disclosure  of  information  relating to the Company's  financial  condition and
results of operation in its periodic  reports and compliance with all applicable
government  rules and  regulations.  The primary  responsibility  for  financial
reporting,  internal control, and compliance with laws,  regulation,  and ethics
rests with executive management.

         If Finance Personnel discover, or have reason to believe, that there is
an  actual  or  potential  conflict  of  interest  between  their  personal  and
professional  relationships,  they  must  report  this  information  in a prompt
fashion to the Ethics  Officer or the  Company's  Audit  Committee.  Examples of
information  which  should be  reported  include  but are not  limited  to:  (i)
internal control  deficiencies  such as failure to conduct  quarterly reviews of
those  controls,  or control  overrides  (such as  situations  in which  Company
officials  responsible  for a certain  function  have  avoided  performing  such
function or their  decisions  are  overridden);  (ii) fraud by  management or by
Employees with  significant  roles in financial  reporting or internal  controls
(regardless  of   materiality);   (iii)   utilization  of  proprietary   Company
information  by  non-Company  personnel  for the  benefit of persons or entities
other than the  Company;  and (iv)  provision  of  non-auditing  services by the
Company's auditors without the prior consent of the Company's Audit Committee.

         The Company's Audit Committee has important oversight  responsibilities
that relate to the Company's financial reporting,  internal controls, compliance
with applicable laws and regulations and Company ethics.  In this capacity,  the
Audit  Committee has the power to authorize  investigations  that are within the
scope of its  responsibilities,  including conducting  interviews or discussions
with  Employees  and other  persons  whose views may be helpful to them.  In its
oversight capacity, the Audit Committee also monitors internal control processes
by reviewing  reports issued by external  auditors and other information to gain
reasonable  assurance that the Company is in compliance  with pertinent laws and
regulations,  is conducting its affairs ethically,  and is maintaining effective
controls  against  conflict  of  interest  and fraud.  If you have any  concerns
regarding the Company's financial reporting,  internal controls, compliance with
applicable laws and  regulations  and compliance of Company  Employees with this
Code of Ethics, you should contact the Chairman of the Audit Committee directly.

GIFTS, GRATUITIES AND ENTERTAINMENT

CUSTOMER AND SUPPLIER PERSONNEL

         The  purchase  of  supplies,   materials  and  services  from  vendors,
suppliers   and   subcontractors   must   be   accomplished   in  a   fair   and
nondiscriminatory  process  based  solely  on  quality,  performance,  price and
customer criteria (in cases where purchases are made for customers).

         The  Company  specifically  prohibits  offering,  attempting  to  give,
soliciting or receiving any form of bribe or kickback.  These are criminal acts.
Since  the mere  receipt  of a  request  to  engage  in such  activity  may be a
reportable  event under the law, all Employees  should  immediately  seek advice
from the Ethics Officer if any such request is received. Similarly, any dealings
with affiliated  persons of the Company or of any officer of the Company must be
reviewed  by the  Ethics  Officer.  No  transaction  may  be  effected  with  an
affiliated person or entity absent the written approval of the Audit Committee.

GOVERNMENT PERSONNEL

        No Employee may give federal,  state or local  government  employees any
meal,  beverage,  gift or form of  entertainment  regardless  of value  with the
following exceptions:

-        Promotional  items which have a retail value of less than  US$25.00 and
         which  contain  the  Company's  name or  logo  may be  offered  without
         violating this Code,

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<PAGE>

-        Employees  may also provide (i) modest  items of food and  refreshments
         offered  other than as part of a meal (such as soft drinks,  coffee and
         doughnuts)  to  employees  of  federal  executive  agencies  other than
         uniformed  services;  and (ii)  greeting  cards and items  with  little
         intrinsic value such as plaques,  certificates and trophies,  which are
         intended solely for presentation,

-        Employees may socially entertain relatives or personal friends employed
         by  government  agencies.  It  should  be  clear,  however,  that  such
         entertainment  is not related to the Company's  business.  Expenditures
         for such non-business entertainment are not reimbursable by the Company
         to the Employee,

-        Employees may not make loans, guarantee loans or make payments to or on
         behalf of federal, state or local government employees.

         Anyone with questions  regarding this section should contact the Ethics
Officer. The making of gifts that exceed these limits is a violation of the Code
of Ethics and other policies.

NON-GOVERNMENT PERSONNEL

         Furnishing meals,  refreshments,  modest  gifts/honorariums (see below)
and entertainment in conjunction with business  discussions with  non-government
personnel is a commonly  accepted  business  practice.  The Company  permits its
Employees,  within reason, to engage in such practices. The furnishing of meals,
refreshments  or  entertainment  and the  making  of  modest  gifts/honorariums,
however,  should not violate good common  sense and the  standards of conduct of
the  recipient's  organization,  and must be consistent  with past practices and
standards established from time to time by the Company.

         Employees  who make,  and  supervisors  who approve,  expenditures  for
meals,  refreshments  or  entertainment,  must use discretion and care to ensure
that  such  expenditures  are  in the  proper  course  of  business  and  cannot
reasonably be construed as bribes or improper inducements.

         Modest gifts/honorariums should only be given in order to commemorate a
specific  holiday  or  special  event.  In no  event  should  the  value of such
individual items exceed $50.00 without the prior approval of the Chief Financial
Officer. Detailed records of all such gifts and their business purpose should be
maintained for at least three years. Employees should at all times be mindful of
the need to avoid the  appearance  of gift  giving for the  purpose of  inducing
favorable treatment.

         Employees may accept meals, refreshments or entertainment in connection
with business discussions,  provided,  that they are not excessive as to cost or
frequency.  It is the personal  responsibility  of every Employee to ensure that
his/her  acceptance  of such  meals,  refreshments  or  entertainment  is within
prevailing Company Standards and could not reasonably be construed as an attempt
by the offering party to secure  favorable  treatment or create an appearance of
impropriety.

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<PAGE>

         Employees may not accept gifts,  including  travel and  accommodations,
which have a retail or exchange  value of US$50.00 or more from an individual or
firm doing or seeking to do business with the Company. Exceptions may be granted
on an individual basis;  however,  Employees must immediately report the gift to
their  supervisor  and the Ethics  Officer and request a waiver of this rule. In
any circumstance where an Employee is offered meals, refreshments, entertainment
or gifts and the offering may create an appearance of impropriety, regardless of
the value  thereof,  the  Employee  should  disclose  the  offering  to  his/her
supervisor and the Ethics Officer in writing.

         Except for loans by recognized banks and financial  institutions  which
are  available  generally  at market  rates and terms,  no Employee or member of
his/her  family  may  accept  any loan,  guarantee  of loan or  payment  from an
individual or firm doing or seeking to do business  with the Company;  nor is it
permissible  to  accept  any  service,  accommodation  or  travel  of any  value
whatsoever,  unless  the  primary  purpose  of  such is the  performance  of the
Company's business.

GIFTS OR PAYMENTS TO FOREIGN OFFICIALS

         The Company  will  scrupulously  adhere to the letter and spirit of the
Foreign Corrupt Practices Act, which prohibits, among other things, giving money
or items of value to a foreign  official or  instrumentality  for the purpose of
influencing  a foreign  government.  The Act further  prohibits  giving money or
items  of  value  to any  person  or firm,  such as a  consultant  or  marketing
representative, when there is a reason to believe that it will be passed on to a
foreign  government  official  for  this  purpose.   All  questions   concerning
compliance  with the  Foreign  Corrupt  Practices  Act should be referred to the
Ethics Officer.

GIFTS OR PAYMENTS IN GENERAL

         All approved  expenditures for meals,  refreshments  and  entertainment
must be fully  documented  and  recorded  on the books of the  Company in strict
compliance with established  policies and procedures.  Employees are required to
report to their supervisors any instance in which they are offered money,  gifts
which have retail or exchange  value of $50.00 or more or anything else of value
by a supplier or  prospective  supplier  to the  Company.  Laws and  regulations
pertaining  to  entertainment,  gifts and payments  may be and are  complicated.
Questions regarding  interpretations of specific policies should be submitted to
the Ethics Officer.

ANTITRUST

         The antitrust  laws of the United States are calculated to promote free
and open  competition.  It is  incumbent  upon  Employees  to seek  guidance and
instructions  from  supervisors,  and if  necessary,  from  the  Ethics  Officer
whenever  any  questions  relating  to  their  compliance  with  those  laws and
regulations  arise. All Employees are expected to conduct themselves in a manner
designed to promote the Company's  compliance  with the antitrust  laws,  and no
Employee shall discuss with any competitor: prices or terms of sale; division of
territories  or markets;  allocation of  customers;  or boycotts of customers or
suppliers.

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<PAGE>

INTEGRITY OF COMPANY RECORDS

FINANCIAL INFORMATION AND RECORDS

         To ensure that public companies such as the Company  disclose  complete
and accurate financial information in their periodic reports, federal securities
law requires the Company's  CEO and CFO to certify that:  (i) they have reviewed
each periodic  report;  (ii) based on their  knowledge,  there are no materially
false statements or material omissions in the subject periodic report; (iii) the
report  fairly  presents  the  issuer's  financial   condition  and  results  of
operations;  (iv) the signing  officers are  responsible  for  establishing  and
maintaining  effective internal controls and have evaluated the effectiveness of
those  controls as of the end of the fiscal period as of the date of the report;
(v) they  have  presented  their  conclusions  about  the  effectiveness  of the
controls in the subject report;  (vi) they have disclosed  control  deficiencies
and any fraud by  management or Employees  with a  significant  role in internal
controls  (regardless of materiality)  to the auditors and the Audit  Committee;
and (vii) they have  disclosed any material  weaknesses in internal  controls to
the Company's auditors. In addition, all annual reports must include an internal
control report  concerning  management's  responsibility  for  establishing  and
assessing its internal control structure and procedures for financial  reporting
to which the Company's  auditors must also attest and report.  It is anticipated
that additional requirements may be promulgated in the near future.

         It is our policy to comply with accepted  accounting rules and controls
at all times. All Company records must accurately  reflect the transactions they
record. In particular, this policy requires the following:

-        No  undisclosed  or  unrecorded  fund or asset of the Company  shall be
         established for any purpose;

-        No false or misleading entries shall be made in the books or records of
         the  Company  for  any  reason  and no  Employee  shall  assist  in any
         arrangement that results in any such entry;

-        No payment or  expenditure  of the Company  shall be  approved  without
         adequate   supporting   documentation   or  made  with   intention   or
         understanding  that any Party of such payment or  expenditure  is to be
         used, directly or indirectly, for any purpose other than that expressly
         described by the supporting documentation;

-        Any Employee having information concerning any unrecorded fund or asset
         or any prohibited  act shall promptly  report such matter to the Ethics
         Officer;

-        Medical  claims of Employees  contain  confidential  information.  Such
         claims shall be treated in a manner to retain that  confidentiality and
         in a manner consistent with Company policy and procedures; and

-        The Company's internal and outside  accountants must maintain all audit
         and  review  work  product  for  five  (5)  years  from  the end of the
         applicable fiscal period.

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<PAGE>

         In addition, every Employee should be aware that:

-        It is a crime,  punishable by  imprisonment of up to ten (10) years, to
         knowingly and willfully violate  Sarbanes-Oxley  Act of 2002 provisions
         regarding retention of corporate audit records;

-        It is a crime,  punishable by  imprisonment of up to twenty (20) years,
         to knowingly alter,  destroy,  conceal,  etc. records or documents with
         the intent to  impede,  obstruct,  or  influence  a federal  government
         investigation  or  case  filed  in  bankruptcy,  or in  relation  to or
         contemplation of any such matter or case;

-        It is a crime,  punishable by  imprisonment of up to twenty (20) years,
         to  "corruptly"  alter,  destroy,   mutilate,  or  conceal  records  or
         documents with the intent to impair their  integrity or availability in
         an official proceeding; or to otherwise obstruct,  influence, or impede
         a proceeding (or attempt to do so);

-        It is a crime,  punishable by  imprisonment of up to ten (10) years, to
         knowingly,  with the intent to retaliate,  take any action harmful to a
         person  for  providing  to  a  law  enforcement  officer  any  truthful
         information  relating to the  commission or possible  commission of any
         federal offense; and

-        You should  contact  the Ethics  Officer  should you have any  question
         regarding the foregoing discussion.

PERSONNEL RECORDS

         Personnel  records are treated as confidential  by the Company,  unless
otherwise  required by law or permission to disclose  their contents is given by
an Employee.  Notwithstanding the foregoing,  the Company will confirm length of
service and position held (and pay rate, when written permission is given by the
Employee)  when  contacted  by a  prospective  lender  to  an  Employee  or by a
prospective employer after an Employee's separation from the Company.

INFORMATION TO CUSTOMERS

         It is the Company policy to provide  technical  information which is as
accurate as possible in order to properly  guide our own Employees and customers
in the sales and use of our products and services.  No false or inaccurate  data
shall  knowingly  be  recorded  or used by any  Employee.  Any  Employee  having
information concerning any such false data being recorded or used shall promptly
report such a situation to the Ethics Officer.

COMPUTER USAGE/SOFTWARE LICENSING

         It is the Company policy to restrict  access to computer  databases and
electronic  mail  communications  systems to  authorized  users for business and
business-related  purposes only. It is the Company policy to maintain compliance
with software licensing requirements of our suppliers and vendors.


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<PAGE>


POLITICAL CONTRIBUTIONS

         The  Company may not make any  remuneration  of money or offer to do so
directly or  indirectly to any  government  official or politician in the United
States or abroad for the purpose of influencing  such official's or politician's
actions.  Our  Employees  are expected not to use Company funds or facilities or
services for any political purpose in contravention of this policy.

         This  policy  shall  not apply to purely  individual  contributions  by
Employees.  However, the use of Company funds to fund an Employee  contribution,
or the reimbursement of an Employee contribution is strictly prohibited.

PROHIBITION   AGAINST  TRADING  WHILE  IN  POSSESSION  OF  MATERIAL   NON-PUBLIC
INFORMATION

CONFIDENTIAL INFORMATION AND INSIDER TRADING

         Each Employee of the Company is forbidden from (i) utilizing non-public
information  regarding  customers,  suppliers  and other  business  contacts for
personal gain; and (ii) disclosing  information  regarding customers,  suppliers
and other business  contacts  acquired through the Company to persons not in the
employ of the Company.  All  information  obtained from a customer,  supplier or
other  business  contact in the  ordinary  course of  business  is  regarded  as
confidential  unless it is, beyond any doubt,  widely and publicly  known and is
also  clearly not  detrimental  information  that might be  embarrassing  to the
subject of the information.  In addition,  the Company forbids any Employee from
trading,  either  personally  or on behalf of  others,  on  material  non-public
information  ("Material  Non-Public   Information")  or  communicating  Material
Non-Public Information regarding the Company or any supplier,  customer or other
business  contact of the Company to others in violation of the law. This sort of
conduct is frequently referred to as "insider trading."

         The  Company's   policy  applies  to  every  Employee  and  extends  to
activities  within and outside  their duties at the  Company.  Violation of this
policy  may  result  in  disciplinary  action,  including  but not  limited  to,
termination;  and any violation may  constitute a crime.  Furthermore,  "insider
trading"  can result in the  imposition  of civil and criminal  penalties  under
United States  federal and state law. Every Employee must read and retain a copy
of this policy  statement.  Any questions  regarding  the  Company's  policy and
procedures  should be referred to the Ethics  Officer,  whose name and  location
will be published and made available to Employees.

         The term  "insider  trading" is not  defined in the federal  securities
laws, but generally  refers to the use of Material  Non-Public  Information  for
trading  in  securities  (whether  or  not  one  is  an  "insider")  or  to  the
communication  of Material  Non-Public  Information to others for their personal
use.

         While the law concerning insider trading is not static, it is generally
understood that the law prohibits:

-        trading by an  insider,  while in  possession  of  Material  Non-Public
         Information, or

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-        trading by a  non-insider,  while in possession of Material  Non-Public
         Information,   where  the  information  either  was  disclosed  to  the
         non-insider in violation of an insider's  duty to keep it  confidential
         or was misappropriated, or

-        communicating Material Non-Public Information to others.

         The elements of insider  trading and the  penalties  for such  unlawful
conduct are discussed below. If, after reviewing this policy statement, you have
any questions, you should consult with the Ethics Officer.

INSIDERS

         The  concept  of  "insider"  is broad.  It  includes  Employees  of the
Company.  In addition,  a person can be a "temporary  insider" if he/she  enters
into a special  confidential  relationship in the conduct of a company's affairs
and as a  result  is  given  access  to  information  solely  for the  Company's
purposes. A temporary insider can include,  among others, a company's attorneys,
accountants,  consultants,  bank lending officers,  vendors,  customers, and the
employees of such organizations. In addition, the company may become a temporary
insider of another company with which it is negotiating. According to the United
States Supreme Court, the company must expect the outsider to keep the disclosed
non-public  information  confidential and the  relationship  must at least imply
such a duty before the outsider will be considered an insider.

MATERIAL INFORMATION

         Trading on inside  information is not a basis for liability  unless the
information  is  material.   "Material  Information"  generally  is  defined  as
information  for  which  there is a  substantial  likelihood  that a  reasonable
investor would consider it important in making his/her investment decisions,  or
information that is reasonably certain to have a substantial effect on the price
of a company's  securities.  Information that Employees should consider material
includes,   but  is  not  limited  to,  increases  or  decreases  in  dividends;
declarations  of stock  splits  and  stock  dividends;  financial  announcements
including  periodic  results and  forecasts,  especially  earnings  releases and
estimates of earnings;  changes in previously  disclosed financial  information;
mergers,   acquisitions   or  takeovers;   proposed   issuances  of  securities;
significant changes in operations or business trends;  significant  increases or
declines  in backlog  orders or the gain or loss of a  significant  contract  or
customer;  significant new products to be introduced;  extraordinary borrowings;
major litigation (civil or criminal);  financial liquidity problems; significant
changes  in  management;   purchase  or  sale  of  substantial  assets;   and/or
significant regulatory actions.

         Material Information does not have to relate to the Company's business.
For example, material information may include information contained in an as yet
unpublished  newspaper  column  which would  affect the market  price of various
companies'  securities.  If the  reporter  disclosed  the dates that  reports on
various  companies  would  appear in The Wall Street  Journal and whether  those
reports would be favorable or not in advance of publication,  the reporter could
be held criminally liable.

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NON-PUBLIC INFORMATION

         Information is non-public until it has been effectively communicated to
the  marketplace.  One  must be able to  point  to some  fact to show  that  the
information  is generally  public.  For example,  information  found in a report
filed with the SEC, or appearing in Dow Jones News,  Reuters Economic  Services,
The Wall Street Journal or other  publications of general  circulation  would be
considered public.

         Public  dissemination  usually  contemplates some period of delay after
release  of the  information  to the press in order  for  outside  investors  to
evaluate the release. A delay of three (3) full days should suffice for a simple
announcement,  such as a  routine  earnings  announcement.  A  longer  delay  is
appropriate when a complex transaction,  such as a merger or reorganization,  is
involved.

         Often there is Material  Information within the Company that is not yet
ripe for public disclosure by the Company itself. For example,  during the early
stages of discussion regarding a significant acquisition,  the information about
the  discussion  may be too  tentative or premature to require,  or even permit,
public  announcement  by the Company.  On the other hand, the information may be
highly material in the sense that  individuals  with access to that  information
are themselves precluded from trading in the Company's stock. Whenever any doubt
exists,  the presumption should be against trading in the Company's stock by any
insider with access to the  information  until  approval has been sought through
appropriate channels.

BASES FOR LIABILITY

         BREACH OF FIDUCIARY DUTY

         There  is no  general  duty to  disclose  Material  Information  before
trading  on  that  Material  Non-Public  Information.  However,  if a  fiduciary
relationship  exists  between  the  parties to a  transaction,  and one of those
parties has the right to expect that the other  party will either  disclose  any
Material  Non-Public  Information  of which  he/she  is aware  or  refrain  from
trading,  and fails to do so, the that party has breached his fiduciary  duty to
the other party.

         Non-insiders may also be deemed to have fiduciary duties of insiders in
certain  instances.  For example,  if an attorney or an accountant enters into a
confidential   relationship   with  the  Company   through  which  he/she  gains
information,  he/she may be deemed an insider or "tippee"  if he/she  personally
benefits, directly or indirectly, from the disclosure. That non-insider may also
be deemed to owe a fiduciary duty to the Company's shareholders as a "tippee" if
he/she is aware or should  have been aware that  he/she  possesses  confidential
information  from  an  insider  (who  has  violated  his  fiduciary  duty to the
Company's  shareholders)  and the  "tippee"  personally  benefits,  directly  or
indirectly, from the disclosure.

         In the "tippee" situation,  a breach of duty occurs only if the insider
personally benefits,  directly or indirectly,  from the disclosure.  The benefit
does not have to be pecuniary,  but can be a gift, a  reputational  benefit that
will translate  into future  earnings,  or even evidence of a relationship  that
suggests an expectation of some benefit.

                                       10
<PAGE>

         MISAPPROPRIATION

         Another basis for insider trading  liability is the  "misappropriation"
theory,   where  liability  is  established  when  trading  occurs  on  Material
Non-Public Information that was stolen or misappropriated from any other person.
For example,  the U.S.  Supreme  Court held that a columnist  defrauded The Wall
Street Journal when he stole  information which was to be used in an article and
used  it  for  trading  in  the  securities   markets  prior  to  the  article's
publication.  It should be noted that the misappropriation theory can be used to
reach a variety of individuals  not previously  thought to be encompassed  under
the  fiduciary  duty  theory.  To the extent that an Employee  obtains  Material
Non-Public  Information about a supplier,  customer or other business contact in
the  course of his  employ by the  Company  and  trades on it or  provides  that
information  to a third  party who trades on it, the  Employee  may be deemed to
have "misappropriated" the information.

PENALTIES FOR INSIDER TRADING

         Penalties  for  trading  on  or   communicating   Material   Non-Public
Information are severe,  both for individuals  involved in such unlawful conduct
and their  employers.  A person can be  subject to some or all of the  penalties
below even if he/she does not personally  benefit from the violation.  Penalties
include civil injunctions;  disgorgement of profits;  jail sentences;  fines for
the  person  who  committed  the  violation  of up to three (3) times the profit
gained or loss avoided,  whether or not the person actually benefited; and fines
for the employer or other controlling  person of up to the greater of $1,000,000
or three (3) times the amount of the profit gained or loss avoided. In addition,
any  violation  of this  Code of Ethics  can be  expected  to result in  serious
sanctions  by the  Company,  including,  without  limitation,  dismissal  of the
persons involved.

IMPLEMENTATION PROCEDURES

         The  following  procedures  have been  established  to aid Employees in
avoiding  insider trading,  and to aid the Company in preventing,  detecting and
imposing  sanctions against insider trading.  Every Employee of the Company must
follow  these  procedures  or  risk  serious  sanctions,   including  dismissal,
substantial personal liability and criminal penalties. If you have any questions
about these procedures, you should consult the Ethics Officer.

        Before  trading for  yourself or others in the  securities  of a company
about  which  you may  have  potential  inside  information,  ask  yourself  the
following questions:

-        Is the information material? Is this information that an investor would
         consider  important in making  his/her  investment  decisions?  Is this
         information  that would  substantially  affect the market  price of the
         securities if generally disclosed?

-        Is the  information  non-public?  To whom  has  this  information  been
         provided?  Has the  information  been  effectively  communicated to the
         marketplace  by being  published  in Dow Jones News,  Reuters  Economic
         Services,  The Wall  Street  Journalor  other  publications  of general
         circulation?

         If, after  consideration of the above, you believe that the information
is  material  and  non-public,  or if  you  have  questions  as to  whether  the
information is material and non-public, you should take the following steps:

                                       11
<PAGE>

-        Report the matter immediately to the Ethics Officer.

-        Do not purchase or sell the securities on behalf of yourself or others.

-        Do not communicate the information inside or outside the Company, other
         than to the Ethics Officer.

         After the Ethics Officer has reviewed the issue, you will be instructed
to continue to refrain from trading and  communicating  the information,  or you
will be allowed to trade and communicate the information.

PERSONAL SECURITIES TRADING

         All  officers  and  directors  of the  Company  are  required to obtain
clearance from the Ethics Officer prior to effecting any securities  transaction
involving the securities of the Company in which they, their families (including
the  spouse,  minor  children  and adults  living in the same  household  as the
Employee),  or  trusts  of which  they are  trustees  or in  which  they  have a
beneficial  interest  are parties.  An Employee  who  believes  he/she has or is
uncertain  whether  information  in his/her  possession is material,  non-public
information  should also obtain  clearance from the Ethics  Officer.  The Ethics
Officer will promptly notify the Employee of clearance or denial of clearance to
trade.  Notification  of  approval  or denial to trade  may be  verbally  given;
however,  it  will be  confirmed  in  writing  within  72  hours  of the  verbal
notification.  Clearance  of any  particular  trade by the  Internal  Compliance
Officer will be based on his best  judgment in reliance on the facts  presented.
Each Employee remains individually  responsible for compliance with U.S. federal
and state securities laws and the Code of Ethics.

RESTRICTING ACCESS TO MATERIAL NON-PUBLIC INFORMATION

         Information  in your  possession  that you  identify  as  material  and
non-public  may not be  communicated  to anyone,  including  persons  within the
Company,  except as provided  above.  In addition,  care should be taken so that
such information is secure. For example,  files containing  Material  Non-Public
Information  should be sealed;  access to paper and  computer  files  containing
Material  Non-Public  Information should be restricted;  conversations in public
places,  such as  restaurants,  elevators  and  airplanes  should be  limited to
information that is neither  sensitive nor  confidential;  speaker phones should
not be used if, as a result,  the  conversation may be heard by a party who does
not have a "need to know."

         If  you  become  aware  of a  leak  of  Material  Information,  whether
inadvertent or otherwise,  you should report that fact immediately to the Ethics
Officer or to the Chairman of the Audit Committee.

COMMUNICATIONS WITH OUTSIDERS

         The Company typically communicates any disclosable Material Information
with the  press,  its  shareholders  and the  financial  community  through  the
issuance of press releases and the filing of periodic reports. All requests from
outsiders for information  regarding the general business or financial condition
of the Company should be referred to one of the officers of the Company.  Courts
have even treated the  confirmation  of  information  in some  circumstances  to
constitute  tipping.  If you  become  aware  of a rumor  circulating  about  the
Company,  details  concerning the rumor should be reported to the Ethics Officer
as soon as possible so that a determination  can be made whether it is necessary
or advisable to make a general public announcement to dispel such rumor.

                                       12
<PAGE>

RESOLVING ISSUES CONCERNING INSIDER TRADING

         If, after  consideration of the items set forth in this Code of Ethics,
you have concerns as to whether  information  is material or  non-public,  or if
there is any other unresolved question as to the applicability or interpretation
of the  foregoing  procedures,  or as to the  propriety of any action,  you must
presume the  information  to be material  and  non-public  and must  discuss the
matter with the Ethics Officer before trading or  communicating  the information
to anyone.

EXCEPTIONS TO THE CODE OF ETHICS

         The Ethics Officer may make exceptions on a case-by-case  basis of this
Code upon a  determination  that the  conduct  at issue  involves  a  negligible
opportunity  for abuse or otherwise  merits an exemption  from the Standards set
forth  herein.  All such  exceptions  must be  received in writing by the person
requesting the exemption before becoming effective.

SUPERVISORY PROCEDURES

         The role of the Ethics  Officer is critical to the  implementation  and
maintenance of this Code of Ethics.  Supervisory  Procedures can be divided into
two  classifications:  (i)  prevention  of  violations  of  law;  and  (ii)  the
preservation  of systems  necessary  to assure the  integrity  of the  Company's
financial reporting.

PREVENTION OF VIOLATIONS OF LAW

         To prevent insider trading, the Ethics Officer should:

-        provide,  on a regular basis,  a program to familiarize  Employees with
         the Company's  policy and procedures,  including the furnishing of this
         Code  of  Ethics  to  all  Employees  and to  each  new  Employee  upon
         commencement of employment;

-        answer questions regarding the Code of Ethics;

-        resolve  issues of whether  information  received by an Employee of the
         Company is material and non-public;

-        review,  with the  assistance  of the  Company's  legal  counsel,  on a
         regular basis and update as necessary the Code of Ethics;

-        when  it has  been  determined  that an  Employee  of the  Company  has
         Material   Non-Public   Information,   implement  measures  to  prevent
         dissemination of such information, and if necessary, restrict Employees
         from trading the securities; and


                                       13
<PAGE>

-        promptly  review,  and either approve or disapprove,  in writing,  each
         request of an Employee for clearance to trade in specified securities.

DETECTION OF INSIDER TRADING

         To detect insider trading, the Ethics Officer should:

-        review  the  trading   activity   reports  and   beneficial   ownership
         disclosure, as filed with the SEC, filed by each officer and director;

-        maintain  regular   communication  with  and  be  available  to  answer
         questions  from   Employees  of  the  Company  who  are   contemplating
         securities transactions; and

-        coordinate the review of such reports with other  appropriate  officers
         or directors of the Company.

SPECIAL REPORTS TO MANAGEMENT

         Upon learning of a potential  violation of the Code, the Ethics Officer
should  promptly  prepare a written report to management and the Audit Committee
providing full details and recommendations for further action.

ANNUAL REPORTS TO MANAGEMENT

        On an annual basis,  the Ethics  Officer should prepare a written report
to the  management  of the Company  and the Audit  Committee  setting  forth the
following:

-        a summary of existing  procedures  to detect and prevent  violations of
         the Code;

-        full details of any  investigation,  either internal or by a regulatory
         agency, of any suspected reporting impropriety,  violation of this Code
         of Ethics or of any other Company standard or policy,  or any violation
         of  law,   including   insider   trading;   and  the  results  of  such
         investigation;

-        an evaluation of the current  procedures  and any  recommendations  for
         improvement; and

- a description of the Company's continuing program to educate parties regarding
insider trading,  including the dates of such programs, since the last report to
management and the Audit Committee.

AMENDMENTS

         This Code or any provision contained therein may be amended or repealed
by the Board, provided any such amendment is done in writing and is specifically
approved or ratified by the Board.

                                       14
<PAGE>

ACKNOWLEDGMENT

         We will expect  every  Employee,  after  he/she has read this Code,  to
execute an acknowledgment  form affirming his/her knowledge and understanding of
this Code and affirming his/her responsibility as an Employee to promptly notify
his/her immediate  supervisor if he/she has any questions or concerns  regarding
conduct  that  may  raise  concern  that  any of  these  policies  have not been
observed.

CONFIDENTIALITY

         The Company will, to the fullest extent possible  without  contravening
any law,  regulation  or statute,  hold  confidential  the name of any  Employee
reporting any event or conduct which he/she  believes,  in good faith, may raise
concern  that any policy  described in the Code may not have been  observed.  In
some  circumstances,  however,  the  Company  may be  required  to furnish  such
information to law enforcement or governmental officials and counsel in order to
address issues raised by such reports.

INTERNAL USE

         This Code is intended solely for internal use by the Company. It is not
intended to and does not create any rights in any employee,  investor, supplier,
competitor, shareholder or any other person.


                                       15
<PAGE>





                                 ACKNOWLEDGMENT

         I  have  read  this  Code  of  Conduct  and  Ethics.  I  understand  my
responsibility to comply with the Code of Conduct and Ethics and the process and
consequences for dealing with violations thereof.

         If I have any  questions or concerns  regarding  conduct that may raise
concern under this Code of Conduct and Ethics, I will immediately  follow one of
the procedures suggested in the Code and will notify my immediate supervisor and
the Chairman of the Audit Committee of the Board of Directors.

                      --------------------------------------
                      Signature

                      --------------------------------------
                      Print Your Name

                      --------------------------------------
                      Date

                      --------------------------------------
                      Job Title or Classification

                      --------------------------------------
                      Location

<PAGE>




                                    65165_1
                                  CONFIDENTIAL

             BUSINESS CONDUCT QUESTIONNAIRE AND ANNUAL CERTIFICATION

         RELATING TO THE PERIOD ___________, 200__ TO ___________, 200__

         The Company will, to the fullest extent possible  without  contravening
any law,  regulation  or statute,  hold  confidential  the name of the  Employee
reporting any event or conduct which he/she  believes,  in good faith, may raise
concern  that any  policy  described  in the Tally Ho  Ventures,  Inc.,  Code of
Conduct and Ethics may not have been observed.
                                Yes*             NO
                                                 --

1.       Have you read the  Company's  Code of  Conduct  and  Ethics and are you
         adhering to the policies and standards set ____ ____ forth therein?


2.       Have you or do you know of any other Employee who has offered to pay or
         otherwise  compensate  any federal,  state,  ____ ____ local or foreign
         government official or employee for services performed on behalf of the
         Company?

3.       Have you or do you know of any person who has received  anything having
         a value of over  $50.00 from any person or ____ ____  company  doing or
         seeking to do business with the Company?

4.       Have you or do you know of any  Employee  who has supplied any services
         or  confidential  Company  information  to a ____  ____  competitor  or
         supplier of the Company?

5.       Do you have or do you know of any Employee who has any interest  (other
         than ownership of publicly  traded shares) ____ ____ in any entity with
         which the Company does business or which competes with the Company?  Do
         any of your close  relatives  work for a customer or  competitor of the
         Company?

6.       Have you or do you  know of any  Employee  who has  used the  Company's
         assets,  influence  or  information  for  personal  ____ ____  purposes
         without  adequately  reimbursing  the Company,  and without making full
         disclosure of the same to a supervisor?

7.       Have you or do you know of any other Employee who has made  inaccurate,
         improper or  misleading  entries to ____ ____  documents the Company is
         required  to  maintain  for or  submit  to any  governmental  agency or
         authority or any customer?

8.       Have you or do you know of any  Employee  who has  made  inaccurate  or
         misleading  entries  to the  Company's  records  ____ ____ or failed to
         disclose properly any assets or liabilities of the Company?

9.       Have you or do you know of any  Employee  who has failed to comply with
         any law or regulation  applicable  to the ____ ____ Company,  including
         without limitation any environmental requirements?

10.      Do you know of any Employee that has violated the Code of Ethics or any
         other Company policy or standard? ____ ____



<PAGE>

11.      Do you know of any report,  or other information that has been filed by
         the Company with the Securities and ____ ____ Exchange Commission,  any
         stock exchange on which the Company's  securities are listed or quoted,
         or distributed to any  shareholders or prospective  shareholders of the
         Company that contains any untrue statements of a material fact or omits
         to state a material fact necessary in order to make the statements made
         in such  materials,  in light of the  circumstances  under  which  such
         statements were made, not misleading?

12.      Do you know of any financial statements, or other financial information
         included in any report,  or other ____ ____  information  that has been
         filed by the Company with the Securities and Exchange  Commission,  any
         stock exchange on which the Company's  securities are listed or quoted,
         or distributed to any  shareholders or prospective  shareholders of the
         Company,  that do not  fairly  present  in all  material  respects  the
         financial  condition  and results of operation of the Company as of and
         for the period presented in the materials?

13.      Do you know of any significant changes in internal controls or in other
         factors that could  significantly  affect ____ ____  internal  controls
         subsequent to the date of their  evaluation,  including any  corrective
         actions regarding to significant deficiencies and material weaknesses?

            *IF YES FOR  QUESTIONS  2-13,  PLEASE  EXPLAIN ON REVERSE SIDE OR AN
ATTACHED SHEET.

Signature:                                  Name (please print):
            --------------------------                         ----------------

Position:_____________________________      Phone Number:  ____________________

The completed form should be mailed to the company's  offices,  c/o Jose Meleth,
CFO.