CODE OF ETHICS AND BUSINESS CONDUCT FOR OFFICERS, DIRECTORS AND EMPLOYEES OF
                          SHORESIDE INVESTMENTS, INC.


     1.  TREAT  IN  AN  ETHICAL MANNER THOSE TO WHOM SHORESIDE 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  business associates 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 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.

We  will  strive  to  provide  an  environment that supports honesty, integrity,
respect,  trust,  responsibility and citizenship.  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 observing environmentally sound business practices. We will strive, at a
minimum,  to do no harm and where possible, to make our community a better place
to  live.  Each  of us is responsible for compliance with environmental, health,
and  safety laws and regulations.  Report immediately to 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.


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     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 and in 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  Shoreside.

                    II.  BE  TIMELY  AND  ACCURATE  IN  ALL  PUBLIC  REPORTS

               As  a  public company, Shoreside must be fair and accurate in all
               reports  filed  with  the  United  States Securities and Exchange
               Commission.  Officers,  directors and management of Shoreside are


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               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.

     HERE  ARE  SOME  WAYS  A  CONFLICT  OF  INTEREST  COULD  ARISE:

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

     -    Acceptance  of  gifts,  payment,  or services from those seeking to do
          business  with  Shoreside.

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

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

     -    Acting  as  a  consultant to a Shoreside customer, client or supplier.

     -    Seeking  the  services  or advice of an accountant or attorney who has
          provided  services  to  Shoreside.

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 our business. 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.


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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

Business  relationships  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  Shoreside  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  Shoreside.  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

Shoreside  encourages  its  employees to become involved in civic affairs and to
participate  in  the  political  process.  However,  our  employees'  political
participation  must  be  on an individual basis, on their own time, and at their
own  expense.  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.

     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.


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     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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