|   | 1.  |   | Statement      of Policy                                          |
|--------|-----|--------|-------------------------------------------------------------------|
|   | 2.  |   | Implementation      and Enforcement                               |
|   | 3.  |   | Relations      with Competitors and Other Third Parties           |
|   | 4.  |   | Insider      Trading, Securities Compliance and Public Statements |
|   | 5.  |   | Financial      Reporting                                          |
|   | 6.  |   | Human      Resources                                              |
|   | 7.  |   | Environmental,      Health and Safety                             |
|   | 8.  |   | Conflicts      of Interest                                        |
|   | 9.  |   | International      Trade                                          |
|   | 10. |   | Government      Relations                                         |
|   | 11. |   | Contractors,      Consultants, and Temporary Workers              |
|   | 12. |   | Conclusion                                                        |

| 1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | STATEMENT      OF POLICY             |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                 |
| The Company has adopted eight      Corporate Values (Focus, Respect, Excellence, Accountability, Teamwork,      Integrity, Very Open Communications and Enjoying Our Work) to provide a      framework for all employees in conducting ourselves in our jobs. These      policies are not intended to substitute for those Values, but will serve      as guidelines in helping you to conduct the Company's business in      accordance with our Values. Compliance requires meeting the spirit, as      well as the literal meaning, of the law, the policies and the Values. It      is expected that you will use common sense, good judgment, high ethical      standards and integrity in all your business dealings. |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                 |
| If you encounter a situation you      are not able to resolve by reference to these policies, ask for      help.  Contact Gregory Ruff, Chairman and Chief Executive      Officer, who has been identified as responsible for overseeing compliance      with these policies.                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                 |
| Violations of the law or the      Company's policies will subject employees to disciplinary action, up to      and including termination of employment. In addition, individuals involved      may subject themselves and the Company to severe penalties including fines      and possible imprisonment. Compliance with the law and high ethical      standards in the conduct of Company business should be a top priority for      each employee, officer and director.                                                                                                                                                                                                                                                 |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                 |
| 2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | IMPLEMENTATION      AND ENFORCEMENT. |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                 |
| Gregory Ruff, our Chairman and      Chief Executive Officer, has been appointed as Compliance Officer of the      Company, responsible for overseeing compliance with, and enforcement of,      all Company policies.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |

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| Employees are expected to be      familiar with these policies as they apply to their duties. They should      consult with their managers if they need assistance in understanding or      interpreting these policies. Each employee is required to follow these      policies and to comply with their terms. A refusal by any employee to      agree to be bound by these policies shall be grounds for discipline up to      and including dismissal.                                                                                                                                                                                                                                                                                                                                    |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |
| Any employee who, in good faith,      has reason to believe a Company operation or activity is in violation of      the law or of these policies must call the matter to the attention of      Gregory Ruff, our Chairman and Chief Executive Officer.  All      reports will be reviewed and investigated and as necessary under the      circumstances, and the reporting employee should provide sufficient      information to enable a complete investigation to be      undertaken.                                                                                                                                                                                                                                                                                           |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |
| Any employee who makes an      allegation in good faith reasonably believing that a person has violated      these policies or the law, will be protected against      retaliation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |
| 3.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | RELATIONS      WITH COMPETITORS AND OTHER THIRD PARTIES. |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |
| The Company's policy is to comply      fully with competition and antitrust laws throughout the world. These laws      generally prohibit companies from using illegal means to maintain, obtain      or attempt to obtain a monopoly in a market. They also prohibit companies      from engaging in unfair trade practices. "Unfair trade      practices" include fixing prices, dividing markets, agreeing with      competitors not to compete, or agreeing to boycott certain      customers.  It is advised that you consult with Gregory Ruff      before attending a meeting with a party who may be viewed as a      competitor.                                                                                                                                           |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |
| 4.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | INSIDER      TRADING, SECURITIES COMPLIANCE AND PUBLIC STATEMENTS. |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |
| Securities laws prohibit anyone      who is in possession of material, non-public information ("Insider      Information") about a company from purchasing or selling stock of that      company, or communicating the information to others. Information is      considered "material" if a reasonable investor would consider it to be      important in making a decision to buy or sell that stock. Some examples      include financial results and projections, new products, acquisitions,      major new contracts or alliances prior to the time that they are publicly      announced. Employees who become aware of such Inside Information about the      Company must refrain from trading in the shares of the Company until the      Inside Information is publicly announced. |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |
| Employees must also refrain from      disclosing that information to persons who do not have a Company need to      know, whether they are inside the Company or outside, such as spouses,      relatives or friends.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |
| The Company makes regular formal      disclosures of its financial performance and results of operations to the      investment community. We also regularly issue press releases. Other than      those public statements, which go through official Company channels,      employees are prohibited from communicating outside the Company about the      Company's business, financial performance or future prospects. Such      communications include questions from securities analysts, reporters or      other news media, but also include seemingly innocent discussions with      family, friends, neighbors oracquaintances.                                                                                                                                                     |

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| 5.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | FINANCIAL      REPORTING.              |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                   |
| The Company is required to      maintain a variety of records for purposes of reporting to the government.      The Company requires all employees to maintain full compliance with      applicable laws and regulations requiring that its books of account and      records be accurately maintained. Specifics of these requirements are      available from Gregory Ruff.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                   |
| 6.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | HUMAN      RESOURCES.                  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                   |
| The Company is committed to      providing a work environment that is free from unlawful harassment and      discrimination, and respects the dignity of its employees. The Company has      policies covering various aspects of its relationship with its employees,      as well as employees=      relationships with each other. For more detailed information, you should      consult Gregory Ruff.  Each employee is expected to be familiar      with these policies and to abide by them.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                   |
| 7.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | ENVIRONMENTAL,      HEALTH AND SAFETY. |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                   |
| The Company is committed to      protecting the health and safety of our employees, as well as the      environment in general. The Company expects employees to obey all laws and      regulations designed to protect the environment, and the health and safety      of our employees, and to obtain and fully observe all permits necessary to      do business.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                   |
| At the very least, all employees      should be familiar with and comply with safety regulations applicable to      their work areas. The Company will make, to the extent possible,      reasonable accommodations for the known physical or mental limitations of      our employees. Employees who require an accommodation should contact      Gregory Ruff.  The Company will then engage in an interactive      process to determine what reasonable accommodations may    exist.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                   |
| 8.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | CONFLICTS      OF INTEREST.            |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                   |
| Each employee is expected to      avoid any activity, investment or association that interferes with the      independent exercise of his or her judgment in the Company's best      interests ("Conflicts of Interest"). Conflicts of Interest can arise in      many situations. They occur most often in cases where the employee or the      employee's family obtains some personal benefit at the expense of the      Company's best interests.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                   |
| No employee, or any member of      employee's immediate family, shall accept money, gifts of other than      nominal value, unusual entertainment, loans, or any other preferential      treatment from any customer or supplier of the Company where any      obligation may be incurred or implied on the giver or the receiver or      where the intent is to prejudice the recipient in favor of the provider.      Likewise, no employee shall give money, gifts of other than nominal value,      unusual entertainment or preferential treatment to any customer or      supplier of the Company, or any employee or family members thereof, where      any obligation might be incurred or implied, or where the intent is to      prejudice the recipient in favor of the Company. No such persons shall      solicit or accept kickbacks, whether in the form of money, goods, services      or otherwise, as a means of influencing or rewarding any decision or      action taken by a foreign or domestic vendor, customer, business partner,      government employee or other person whose position may affect the      Company's business. |

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| No employee shall use Company      property, services, equipment or business for personal gain or      benefit.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
| Employees may not: (1) act on      behalf of, or own a substantial interest in, any company or firm that does      business, or competes, with the Company; (2) conduct business on behalf of      the Company with any company or firm in which the employee or a family      member has a substantial interest or affiliation. Exceptions require      advance written approval from the Legal Department.                                                                                                                                                                                                                                                                                                                                                     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
| Employees should not create the      appearance that they are personally benefitting in any outside endeavor as      a result of their employment by the Company, or that the Company is      benefitting by reason of their outside interests. Any employee who is not      sure whether a proposed action would present a conflict of interest or      appear unethical should consult with Gregory Ruff.                                                                                                                                                                                                                                                                                                                                                      |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
| 9.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | INTERNATIONAL      TRADE. |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
| The Company must comply with a      variety of laws around the world regarding its activities.  In      some cases, the law prohibits the disclosure of information, whether the      disclosure occurs within the U.S. or elsewhere, and whether or not the      disclosure is in writing.                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
| Payments or gifts to non-U.S.      government officials are prohibited by law and by Company policy. The      Foreign Corrupt Practices Act precludes payments to non-U.S. government      officials for the purpose of obtaining or retaining business, even if the      payment is customary in that country. This law applies anywhere in the      world to U.S. citizens, nationals, residents, businesses or employees of      U.S. businesses. Because Koko Ltd. is a U.S. company, this law applies to      the Company and all of its subsidiaries. Any questions on this policy      should be directed to Gregory Ruff.                                                                                                                                |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
| 10.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | GOVERNMENT      RELATIONS. |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
| The Company is prohibited by law      from making any contributions or expenditures in connection with any U.S.      national election. This includes virtually any activity that furnishes      something of value to an election campaign for a federal office. Use of      the Company's name in supporting any political position or ballot measure,      or in seeking the assistance of any elected representative, requires the      specific approval of the Chairman and Chief Executive Officer of the      Company. Political contributions or expenditures are not to be made out of      Company funds in any foreign country, even if permitted by local law,      without the consent of the Company's Chairman and Chief Executive      Officer. |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
| U.S. law also prohibits giving,      offering, or promising anything of value to any public official in the      U.S. or any foreign country to influence any official act, or to cause an      official to commit or omit any act in violation of his or her lawful duty.      Company employees are expected to comply with these  laws.                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
| 11.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | VENDORS,      CONTRACTORS, CONSULTANTS AND TEMPORARY WORKERS. |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
| Vendors, contractors, consultants      or temporary workers who are acting on the Company's behalf, or on Company      property, are expected to follow the law, Company policies and honor      Company Values. Violations will subject the person or firm to sanctions up      to and including loss of the contract, contracting or consulting      agreement, or discharge from temporary  assignment.                                                                                                                                                                                                                                                                                                                                                       |

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| 12.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | CONCLUSION. |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |        |
| This Code of Ethics is not      intended to cover every possible situation in which you may find yourself.      It is meant to give you the boundaries within which the Company expects      you to conduct yourself while representing Koko Ltd.  You may      find yourself in a situation where there is no clear guidance given by      this Code of Ethics.  If that occurs, return to the foundations      stated earlier: common sense, good judgment, high ethical standards and      integrity. And refer to the Company's Values. In addition, there are many      resources upon which you may rely: your management chain, Human Resources,      Legal or other Koko Ltd. departments, and the CEO. Together we can      continue to make Koko Ltd. a company that sets a standard for designing,      manufacturing, and marketing of a steaktimer. |

|   |     |
|--------|----------|
|   | Employee |

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