<PAGE>



Exhibit 99

                            CODE OF ETHICAL CONDUCT
                                       OF
                             NUCLEAR SOLUTIONS, INC.

Preface

The honesty,  integrity and sound judgment of principal  executive and financial
officers of Nuclear  Solutions,  Inc.  ("the  Company")  is  fundamental  to the
reputation  and  success of the  Company.  While all  employees,  officers,  and
directors are required to adhere to this Code of Ethics,  the  professional  and
ethical conduct of our principal  executive and financial  officers is essential
to the proper function and success of the Company.

Our principal  executive  and financial  officers hold an important and elevated
role in our  corporate  governance.  These  individuals  are key  members of the
management  team,  who are  uniquely  capable and  empowered  to ensure that the
interests  of  the  Company  stakeholders  (including  stockholders,  employees,
collaborators   and  suppliers)  are  appropriately   balanced,   protected  and
preserved. Such persons fulfill this responsibility by prescribing and enforcing
the policies and  procedures  employed in the  Company's  business and financial
operations.

Principal Executive and Financial Officers Code of Ethical Conduct

As  a  result,  principal  executive  and  financial  officers  of  the  Company
performing senior executive, accounting, audit, financial management, or similar
functions must:

Act with  honesty  and  integrity,  avoiding  actual or  apparent  conflicts  of
interest  in  personal  and  professional   relationships  except  as  otherwise
disclosed,  approved and  determined to be in the best  interests of the Company
and its  stockholders;  As is required and/or necessary to conduct their duties,
provide  colleagues  with  information  that is accurate,  complete,  objective,
relevant,  timely, and  understandable;  Comply with applicable laws, rules, and
regulations of federal,  state,  and local  governments  (both Unites States and
foreign)  and  other  appropriate   private  and  public  regulatory   agencies,
including, without limitation, with regard to all mandatory public disclosures;

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

Respect the confidentiality of information acquired in the course of employment;

Be  accountable  for adherence to this Code of Ethics and otherwise  proactively
promote ethical and honest behavior within the workplace, and

Promptly  report  violations of this Code of Ethics to senior  management or, as
applicable, the board of directors of the Company, and if, necessary, to outside
counsel,  as a last resort should  earlier  attempts to redress such  violations
fail.

All principal  executive  and financial  officers are expected to adhere to this
Code of Ethics at all times.  The board of directors  of the Company  shall have
the sole and absolute discretionary authority to approve any deviation or waiver
from this Code of Ethics.  Any waiver (and the  grounds  for such  waiver) for a
principal  executive or financial  officer of, or an amendment  to, this Code of
Ethics  shall be  disclosed as required by  applicable  Securities  and Exchange
Commission rules.

ADOPTED by the board of directors on March 20, 2003.