Exhibit 10.1

                            ORDERPRO LOGISTICS, INC.

                     CODE OF ETHICS AND PROFESSIONAL CONDUCT

PREAMBLE

Commitment  to ethical  professional  conduct  is  expected  of every  employee,
director,  officer and consultant (the  "professional")  of OrderPro  Logistics,
Inc.  This Code  contains  imperatives  formulated  as  statements  of  personal
responsibility  and  identifies  the elements of such a commitment.  It contains
many,  but not  all,  issues  that  professionals  are  likely  to  face.  It is
understood  that some  words and  phrases  in a code of ethics  are  subject  to
varying interpretations,  and that any ethical principle may conflict with other
ethical  principles  in  specific  situations.   Questions  related  to  ethical
conflicts  can best be  answered  by  thoughtful  consideration  of  fundamental
principles rather than reliance on detailed regulations.

It is not intended that the individual parts of the Code be used in isolation to
justify  errors  of  omission  or  commission.  The  list of  principles  is not
exhaustive,  and  should  not be read as  separating  the  acceptable  from  the
unacceptable in professional  conduct in all practical  situations.  The Code is
not a  simple  ethical  algorithm  that  generates  ethical  decisions.  In some
situations,  standards may be in tension with each other or with  standards from
other sources. These situations require the professional to use ethical judgment
to act in a manner that is most consistent with the spirit of the Code of Ethics
and Professional Conduct.

1. GENERAL MORAL IMPERATIVES

1.1 CONTRIBUTE TO SOCIETY.

This  principle  concerning  the  quality  of  life  of all  people  affirms  an
obligation to protect  fundamental  human rights and to respect the diversity of
all  cultures.  An  essential  aim of  OrderPro  Logistics,  Inc. is to minimize
negative consequences of our actions and ensure that the products of our efforts
will be used in socially responsible ways.

1.2 AVOID HARM TO OTHERS.

"Harm"  means  injury  or  negative  consequences  such as  undesirable  loss of
information,  loss of  property,  property  damage,  or  unwanted  environmental
impacts.  This principle prohibits use of technology in ways that result in harm
to users, employees,  employers, and the general public. Harmful actions include
intentional  destruction  of property  leading to serious  loss of  resources or
unnecessary expenditure of human resources.

1.3 BE HONEST AND TRUSTWORTHY.

Honesty is an essential component of trust. Without trust an organization cannot
function  effectively.  The honest professional will not make deliberately false
or deceptive  claims,  but will instead provide full disclosure of all pertinent
limitations  and problems.  A professional  has a duty to be honest about his or
her own  qualifications and about any circumstances that might lead to conflicts
of interest.

1.4 BE FAIR AND TAKE ACTION NOT TO DISCRIMINATE.

The values of equality,  tolerance,  respect for others,  and the  principles of
equal justice govern this imperative.  Discrimination on the basis of race, sex,
religion, age, disability, national origin, or other such factors is an explicit
violation of OrderPro Logistics, Inc. policy and will not be tolerated.
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1.5 HONOR PROPERTY RIGHTS INCLUDING COPYRIGHTS AND PATENT.

Violation  of  copyrights,  patents,  trade  secrets  and the  terms of  license
agreements  are  prohibited  by law in  most  circumstances.  Even  when  not so
protected,  such  violations are contrary to  professional  behavior.  Copies of
software should be made only with proper authorization. Unauthorized duplication
of materials  must not be condoned.  Company  assets must be protected  and used
efficiently.  Theft,  carelessness,  and  waste  have  a  direct  impact  on the
Company's profitability. All Company assets must be used for legitimate business
purposes.

1.6 GIVE PROPER CREDIT FOR INTELLECTUAL PROPERTY.

Employees,  directors, officers, and consultants of OrderPro Logistics, Inc. are
obligated to protect the integrity of intellectual property.  Specifically,  one
must not take credit for other's ideas or work, even in cases where the work has
not been explicitly protected by copyright, patent, etc.

1.7 RESPECT THE PRIVACY OF OTHERS.

Computer and  communication  technology  enables the  collection and exchange of
personal  information on a scale  unprecedented  in the history of civilization.
Thus there is increased  potential for violating the privacy of individuals  and
groups.  It is the  responsibility  of professionals to maintain the privacy and
integrity of data.  This includes  taking  precautions to ensure the accuracy of
data, as well as protecting it from unauthorized access or accidental disclosure
to inappropriate individuals.

1.8 HONOR CONFIDENTIALITY.

The principle of honesty  extends to issues of  confidentiality  of  information
whenever  one  has  made an  explicit  promise  to  honor  confidentiality,  or,
implicitly,  when private information not directly related to the performance of
one's  duties  becomes  available.   The  ethical  concern  is  to  respect  all
obligations  of  confidentiality  to  employers,  customers,  and  users  unless
discharged from such  obligations by requirements of the law or other principles
of this Code.

2. MORE SPECIFIC PROFESSIONAL RESPONSIBILITIES.

2.1 STRIVE TO ACHIEVE THE HIGHEST QUALITY, EFFECTIVENESS AND DIGNITY IN BOTH THE
    PROCESS AND PRODUCTS OF PROFESSIONAL WORK.

Excellence  is perhaps the most  important  obligation  of a  professional.  The
employees,  directors, officers and consultants of OrderPro Logistics, Inc. must
strive  to  achieve  quality  and  to  be  cognizant  of  the  serious  negative
consequences that may result from poor quality in a system.

2.2 ACQUIRE AND MAINTAIN PROFESSIONAL COMPETENCE.

Excellence  depends on  individuals  who take  responsibility  for acquiring and
maintaining  professional competence. A professional must participate in setting
standards  for  appropriate  levels of  competence,  and strive to achieve those
standards.  Upgrading  technical  knowledge  and  competence  can be achieved in
several ways:  doing  independent  study,  attending  seminars,  conferences  or
courses, and being involved in professional organizations.

2.3 KNOW AND RESPECT EXISTING LAWS PERTAINING TO PROFESSIONAL WORK.

Employees,  directors, officers and consultants of OrderPro Logistics, Inc. must
obey existing local, state,  province,  national,  and international laws unless
there is a compelling ethical basis not to do so. Policies and procedures of the
Company  must also be obeyed.  If one  decides to violate or  challenge a law or
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rule because it is viewed as unethical,  or for any other reason, one must fully
accept responsibility for one's actions and for the consequences.

The company promotes  compliance with laws regarding  insider  trading.  Insider
trading is trading or tipping  others to trade in  securities  of our Company or
any other  company  based on  information  that is not  available to the public.
Insider  trading is both  unethical  and illegal and will be dealt with  firmly.
Perceived  pressures from supervisors or demands due to business  conditions are
not excuses for violating the law.  Questions or concerns  about the legality of
an action  should be  presented  to the  professional's  supervisor  and/or  the
President of the Company.  The Company  will not allow  retaliation  for reports
made in good faith.

2.4 AVOID CONFLICTS OF INTEREST.

A conflict of interest occurs when a professional's  private interest interferes
in any way, or even appears to interfere,  with the interest of the Company as a
whole.  A situation  creating a conflict  can arise when an  employee,  officer,
director or consultant takes actions or has interests that may make it difficult
to perform his or her Company work  objectively  and  effectively.  Conflicts of
interest also arise when a professional receives improper personal benefits as a
result  of his or her  position  in the  Company.  Loans to,  or  guarantees  of
obligations of, such persons are of special concern.  Additionally professionals
should  not  receive  payments  of  any  kind  from  any  competitor,  customer,
distributor  or supplier of the Company  without prior approval of the Company's
management.

If any employee,  director,  officer, or consultant of OrderPro Logistics, Inc.,
directly or  indirectly,  has a financial or personal  interest in a contract or
transaction to which the Company is a party, or is contemplating entering into a
transaction  that  involves  use of  Company  assets or could  compete  with the
Company, the professional shall disclose the interest to a supervisor or manager
and  describe  all  material  facts  concerning  the  matter.   If  appropriate,
supervisors will report any such situations to the President of the Company.  If
necessary,  the  President of the Company will report any such  situation to the
Board of Directors who will, in  conjunction  with the Company's  legal counsel,
make a determination  of whether or not the situation is a conflict of interest.
The Company promotes disclosure of any questionable situations. The Company will
not retaliate and will not permit any of its employees,  directors, officers, or
consultants to retaliate for such disclosure.

2.5 GIVE COMPREHENSIVE AND THOROUGH EVALUATIONS OF SYSTEMS.

Employees,  directors and officers of OrderPro Logistics, Inc. must strive to be
perceptive,   thorough,  and  objective  when  evaluating,   recommending,   and
presenting   system   descriptions  and  alternatives.   Professionals   have  a
responsibility  to  provide  objective,   credible   evaluations  to  employers,
customers,  users, and the public.  When providing  evaluations the professional
must also identify any relevant conflicts of interest.

2.6 HONOR CONTRACTS, AGREEMENTS, AND ASSIGNED RESPONSIBILITIES.

Honoring one's  commitments is a matter of integrity and honesty.  This includes
ensuring  that system  elements  perform as  intended.  Also,  when working with
another party, one has an obligation to keep that party properly  informed about
progress toward completing that work. The major underlying principle here is the
obligation to accept personal  accountability for professional work. The Company
requires  honest and  accurate  recording  and  reporting of  information.  This
includes quality,  safety,  and personnel  records,  as well as all business and
financial records and reports.

2.7 ACCESS COMPUTER AND COMMUNICATION RESOURCES ONLY WHEN AUTHORIZED TO DO SO.

Theft  or  destruction  of  tangible  and  electronic  property  is  prohibited.
Trespassing  and  unauthorized  use of a  computer  or  communication  system is
prohibited.  Trespassing includes accessing  communication networks and computer
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systems,  or  accounts  and/or  files  associated  with those  systems,  without
explicit authorization to do so. Individuals and organizations have the right to
restrict   access  to  their  systems  so  long  as  they  do  not  violate  the
discrimination  principle. No one should enter or use another's computer system,
software,  or data files without  permission.  Appropriate  approval is required
before using system resources.

3. ORGANIZATIONAL LEADERSHIP IMPERATIVES.

3.1 ARTICULATE SOCIAL  RESPONSIBILITIES OF MEMBERS OF AN ORGANIZATIONAL UNIT AND
    ENCOURAGE FULL ACCEPTANCE OF THOSE RESPONSIBILITIES.

Because  organizations of all kinds have impacts on the public, they must accept
responsibilities  to society.  Organizational  procedures and attitudes oriented
toward the quality and the welfare of society will reduce harm to members of the
public,  thereby serving public interest and fulfilling  social  responsibility.
Therefore,  organizational  leaders must encourage full participation in meeting
social responsibilities as well as quality performance.

3.2 MANAGE PERSONNEL AND RESOURCES TO DESIGN AND BUILD INFORMATION  SYSTEMS THAT
    ENHANCE THE QUALITY OF WORKING LIFE.

Organizational  leaders are responsible for ensuring that systems  enhance,  not
degrade, the quality of working life. When implementing a system,  organizations
must consider the personal and professional  development,  physical safety,  and
human dignity of all workers.  Appropriate  human-computer  ergonomic  standards
should be considered in system design and in the workplace.

3.3 ACKNOWLEDGE AND SUPPORT PROPER AND AUTHORIZED USES OF THE COMPANY'S COMPUTER
    AND COMMUNICATION RESOURCES.

Because  computer  systems  can  become  tools to harm as well as to  benefit an
organization,   the  leadership  has  the   responsibility   to  clearly  define
appropriate and inappropriate uses or organizational  computer resources.  While
the number  and scope of such  rules  should be  minimal,  they  should be fully
enforced when established.

3.4 ENSURE  THAT USERS AND THOSE WHO WILL BE  AFFECTED  BY A SYSTEM  HAVE THEIR
    NEEDS CLEARLY ARTICULATED DURING THE ASSESSMENT AND DESIGN OF REQUIREMENTS;
    LATER THE SYSTEM MUST BE VALIDATED TO MEET REQUIREMENTS.

Current  system  users,  potential  users and other  persons  whose lives may be
affected by a system  must have their needs  assessed  and  incorporated  in the
statement of requirements. System validation should ensure compliance with those
requirements.

4. COMPLIANCE WITH THE CODE.

4.1 UPHOLD AND PROMOTE THE PRINCIPLES OF THIS CODE.

The future of OrderPro  Logistics,  Inc.  depends on both  technical and ethical
excellence.  Not  only  is it  important  for  professionals  to  adhere  to the
principles  expressed  in this  Code,  each  employee,  director,  officer,  and
consultant should encourage and support adherence by others.

4.2 TREAT  VIOLATIONS OF THIS CODE AS  INCONSISTENT  WITH EMPLOYMENT AT ORDERPRO
    LOGISTICS, INC.

If an employee,  director, officer, or consultant does not follow this code, the
relationship with OrderPro Logistics, Inc. may be terminated.