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**Exhibit 99.2

  Code of Ethics and Business Conduct for Officers, Directors and Employees of
                          Vibrant Health International

1.   Treat in an Ethical Manner Those to Whom Vibrant Health Has an Obligation**

We are committed to honesty,  just  management,  fairness,  providing a safe and
healthy  environment  free  from the fear of  retribution,  and  respecting  the
dignity due everyone.

For the  communities in which we live and work we are committed to observe sound
environmental  business  practices  and  to  act as  concerned  and  responsible
neighbors, reflecting all aspects of good citizenship.

For our  shareholders  we are  committed  to pursuing  sound growth and earnings
objectives and to exercising prudence in the use of our assets and resources.

For our  suppliers  and partners we are  committed to fair  competition  and the
sense of responsibility required of a good customer and teammate.

**2.   Promote a Positive Work Environment**

All employees want and deserve a workplace where they feel respected, satisfied,
and appreciated.  We respect  cultural  diversity and recognize that the various
communities  in which we may do business  may have  different  legal  provisions
pertaining  to the  workplace.  As  such,  we  will  adhere  to the  limitations
specified by law in all of our  localities,  and  further,  we will not tolerate
harassment or  discrimination  of any kind -- especially  involving race, color,
religion,  gender,  age,  national  origin,  disability,  and veteran or marital
status.

Providing an  environment  that supports  honesty,  integrity,  respect,  trust,
responsibility, and citizenship permits us the opportunity to achieve excellence
in our workplace.  While  everyone who works for the Company must  contribute to
the  creation  and  maintenance  of  such an  environment,  our  executives  and
management  personnel  assume  special   responsibility  for  fostering  a  work
environment  that is free from the fear of  retribution  and will  bring out the
best in all of us.  Supervisors  must be careful  in words and  conduct to avoid
placing, or seeming to place,  pressure on subordinates that could cause them to
deviate from acceptable ethical behavior.

**3.   Protect Yourself, Your Fellow Employees, and the World We Live In**

We are committed to providing a drug-free,  safe, and healthy work  environment,
and to observe  environmentally  sound business practices.  We will strive, at a
minimum,  to do no harm and where possible,  to make the communities in which we
work a better  place to live.  Each of us is  responsible  for  compliance  with
environmental,  health, and safety laws and regulations. Observe posted warnings
and regulations.  Report immediately to the appropriate  management any accident
or injury  sustained on the job, or any  environmental or safety concern you may
have.

**4.   Keep Accurate and Complete Records**

We must maintain accurate and complete Company records. Transactions between the
Company  and  outside   individuals  and  organizations  must  be  promptly  and
accurately entered in our books in accordance with generally accepted accounting
practices  and   principles.   No  one  should   rationalize  or  even  consider
misrepresenting  facts or falsifying  records. It will not be tolerated and will
result in disciplinary action.

**5.   Obey the Law**

We will  conduct  our  business  in  accordance  with  all  applicable  laws and
regulations.  Compliance  with the law  does not  comprise  our  entire  ethical
responsibility.  Rather,  it is a minimum,  absolutely  essential  condition for
performance of our duties. In conducting business, we shall:

     **a.   Strictly Adhere to All Antitrust Laws**

     Officer,  directors  and employees  must  strictly  adhere to all antitrust
     laws. Such laws exist in the United States, the European Union, and in many
     other countries where the Company may conduct business. These laws prohibit
     practices  in  restraint  of trade  such as  price  fixing  and  boycotting
     suppliers or customers.  They also bar pricing intended to run a competitor
     out of business; disparaging,  misrepresenting,  or harassing a competitor;
     stealing trade secrets; bribery; and kickbacks.

     **b.   Strictly Comply with All Securities Laws**

     In our role as a publicly  owned  company,  we must  always be alert to and
     comply with the  security  laws and  regulations  of the United  States and
     other countries.

          **i.   Do Not Engage in Speculative or Insider Trading**

          Federal law and  Company  policy  prohibits  officers,  directors  and
          employees,  directly or indirectly  through their  families or others,
          from  purchasing or selling  company stock while in the  possession of
          material,  non-public  information  concerning the Company.  This same
          prohibition  applies to trading  in the stock of other  publicly  held
          companies on the basis of material,  non-public information.  To avoid
          even the  appearance of  impropriety,  Company  policy also  prohibits
          officers,  directors  and employees  from trading  options on the open
          market in Company stock under any circumstances.

          Material,   non-public  information  is  any  information  that  could
          reasonably be expected to affect the price of a stock.  If an officer,
          director or employee is considering  buying or selling a stock because
          of inside  information  they  possess,  they  should  assume that such
          information  is  material.  It is  also  important  for  the  officer,
          director  or  employee  to keep in mind  that if any  trade  they make
          becomes the subject of an investigation  by the government,  the trade
          will  be  viewed   after-the-fact   with  the  benefit  of  hindsight.
          Consequently,   officers,   directors  and  employees   should  always
          carefully consider how their trades would look from this perspective.

          Two simple  rules can help  protect  you in this  area:  (1) Don't use
          non-public  information  for personal  gain. (2) Don't pass along such
          information to someone else who has no need to know.

          This  guidance also applies to the  securities of other  companies for
          which you  receive  information  in the course of your  employment  at
          Vibrant Health.

          **ii.  Be Timely and Accurate in All Public Reports**

          As a public  company,  Vibrant Health must be fair and accurate in all
          reports  filed  with  the  United  States   Securities   and  Exchange
          Commission.  Officers,  directors and management of Vibrant Health are
          responsible for ensuring that all reports are filed in a timely manner
          and that they fairly  present the  financial  condition  and operating
          results of the Company.

          Securities  laws are  vigorously  enforced.  Violations  may result in
          severe  penalties  including forced sales of parts of the business and
          significant  fines  against the  Company.  There may also be sanctions
          against individual  employees  including  substantial fines and prison
          sentences.

     The Chief Executive Officer and Chief Financial Officer will certify to the
     accuracy   of  reports   filed  with  the  SEC  in   accordance   with  the
     Sarbanes-Oxley  Act of  2002.  Officers  and  Directors  who  knowingly  or
     willingly make false certifications may be subject to criminal penalties or
     sanctions including fines and imprisonment.

**6.   Avoid Conflicts of Interest**

Our officers,  directors and employees have an obligation to give their complete
loyalty to the best interests of the Company.  They should avoid any action that
may involve,  or may appear to involve, a conflict of interest with the company.
Officers,  directors  and  employees  should  not  have any  financial  or other
business  relationships  with  suppliers,  customers or  competitors  that might
impair, or even appear to impair, the independence of any judgment they may need
to make on behalf of the Company. Officers, directors and employees should avoid
entering into any relationship  with  professionals,  including  accountants and
attorneys, who have provided services to the Company.

Therefore, it is Company policy that officers, directors and employees may not:

     Perform services for or have a financial interest in a private company that
     is, or may become, a supplier, customer, or competitor of the Company

     Perform  services  for or have a  material  interest  (more  than 5% of net
     worth) in a  publicly  traded  company  that is, or may  become,  a client,
     supplier, customer, or competitor of the Company

     Perform  outside  work or  otherwise  engage  in any  outside  activity  or
     enterprise  that may interfere in any way with job  performance or create a
     conflict with the Company's best interests

     **Here are some ways a conflict of interest could arise:**

     o    Employment by a competitor, or potential competitor, regardless of the
          nature of the employment, while employed by Vibrant Health.

     o    Acceptance  of gifts,  payment,  or services  from those seeking to do
          business with Vibrant Health.

     o    Placement of business  with a firm owned or  controlled by an officer,
          director or employee or his/her family.

     o    Ownership  of,  or  substantial  interest  in,  a  company  that  is a
          competitor, client or supplier.

     o    Acting  as a  consultant  to a  Vibrant  Health  customer,  client  or
          supplier.

     o    Seeking the  services or advice of an  accountant  or attorney who has
          provided services to Vibrant Health.

Officers,  directors and employees are under a continuing obligation to disclose
any  situation  that  presents  the  possibility  of a conflict or  disparity of
interest between the officer,  director or employee and the Company.  Disclosure
of any potential  conflict is the key to remaining in full  compliance with this
policy.

**7.   Compete Ethically and Fairly for Business Opportunities**

We must comply with the laws and regulations  that pertain to the acquisition of
goods and  services.  We will  compete  fairly and  ethically  for all  business
opportunities.  In  circumstances  where  there is  reason to  believe  that the
release or receipt of non-public information is unauthorized,  do not attempt to
obtain and do not accept such information from any source.

If you are  involved  in  Company  transactions,  you must be  certain  that all
statements, communications, and representations are accurate and truthful.

**8.   Avoid Illegal and Questionable Gifts or Favors**

The sale and marketing of Vibrant  Health's  products and services should always
be free from even the perception that favorable treatment was sought,  received,
or given in  exchange  for the  furnishing  or receipt of  business  courtesies.
Officers, directors and employees of Vibrant Health will neither give nor accept
business  courtesies  that  constitute,  or could  be  reasonably  perceived  as
constituting,  unfair business inducements or that would violate law, regulation
or  policies  of  the  Company,  or  could  cause  embarrassment  to or  reflect
negatively on the Company's reputation.

**9.   Maintain the Integrity of Consultants, Agents, and Representatives**

Business  integrity is a key standard for the  selection  and retention of those
who represent  Vibrant  Health.  Agents,  representatives,  or consultants  must
certify their  willingness to comply with the Company's  policies and procedures
and must never be  retained  to  circumvent  our values and  principles.  Paying
bribes or kickbacks, engaging in industrial espionage, obtaining the proprietary
data of a third  party  without  authority,  or gaining  inside  information  or
influence  are just a few  examples of what could give us an unfair  competitive
advantage and could result in violations of law.

**10.   Protect Proprietary Information**

Proprietary  Company  information  may not be disclosed to anyone without proper
authorization. Keep proprietary documents protected and secure. In the course of
normal business activities,  suppliers, customers, and competitors may sometimes
divulge to you information that is proprietary to their business.  Respect these
confidences.

**11.   Obtain and Use Company Assets Wisely**

Personal use of Company  property  must always be in accordance  with  corporate
policy.  Proper  use  of  Company  property,  information  resources,  material,
facilities, and equipment is your responsibility.  Use and maintain these assets
with the utmost care and respect,  guarding  against waste and abuse,  and never
borrow or remove Company property without management's permission.

**12.  Follow  the  Law  and Use  Common  Sense  in  Political  Contributions  and
Activities**

Vibrant Health  encourages its employees to become involved in civic affairs and
to participate in the political  process.  Employees must  understand,  however,
that their  involvement  and  participation  must be on an individual  basis, on
their own time,  and at their own  expense.  In the United  States,  federal law
prohibits  corporations  from  donating  corporate  funds,  goods,  or services,
directly or  indirectly,  to  candidates  for federal  offices -- this  includes
employees' work time. Local and state laws also govern  political  contributions
and activities as they apply to their respective jurisdictions, and similar laws
exist in other countries.

**13.  Board Committees.**

The Company shall establish an Audit Committee empowered to enforce this Code of
Ethics.  The Audit Committee will report to the Board of Directors at least once
each year regarding the general  effectiveness  of the Company's Code of Ethics,
the Company's  controls and  reporting  procedures  and the  Company's  business
conduct.

**14.  Disciplinary Measures.**

The Company shall  consistently  enforce its Code of Ethics and Business Conduct
through  appropriate  means  of  discipline.  Violations  of the  Code  shall be
promptly reported to the Audit Committee.  Pursuant to procedures adopted by it,
the Audit Committee shall determine whether violations of the Code have occurred
and, if so, shall  determine the  disciplinary  measures to be taken against any
employee or agent of the Company who has so violated the Code.

The disciplinary  measures,  which may be invoked at the discretion of the Audit
Committee,  include,  but are  not  limited  to,  counseling,  oral  or  written
reprimands, warnings, probation or suspension without pay, demotions, reductions
in salary, termination of employment and restitution.

Persons  subject to  disciplinary  measures  shall  include,  in addition to the
violator,  others involved in the wrongdoing such as (i) persons who fail to use
reasonable care to detect a violation,  (ii) persons who if requested to divulge
information  withhold  material  information  regarding a  violation,  and (iii)
supervisors  who  approve  or condone  the  violations  or attempt to  retaliate
against employees or agents for reporting violations or violators.
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