EXHIBIT 4.6


                                 CODE OF ETHICS
                                       FOR
                              DIRECTORS & OFFICERS




                      Prepared by: Gary Freeman, President

                            Dated: September 20, 2004

               Approved by Board of Directors: September 20, 2004






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      As an officer or director of the  Company,  I am committed to act honestly
and in good  faith  with a view to the best  interests  of the  Company  and its
shareholders.  As a steward of the Company's resources, I will not only abide by
the high legal  standards  required  of me, but will also  conform my actions to
unchanging  moral  precepts that give rise to ethical  obligations.  I will take
such proper actions,  and refrain from taking such improper  actions,  as if the
underlying  basis  of my  actions  and  inactions  were to  become  a  universal
principle of conduct. In so doing, I commit to specifically:

      o     Maintain  my   integrity   and   credibility   in  my  personal  and
            professional  life  by  carrying  out the  duties  of my  office  in
            accordance with high legal and ethical standards.

      o     Avoid in my personal and  professional  life even the  appearance of
            impropriety in the conduct of the duties of my office.

      o     Represent myself in my personal and professional life in a reputable
            and dignified  manner that reflects the standard of ethical  conduct
            required by the Company.

      o     Avoid in my personal and professional  life any  relationships  that
            might  affect,  or be perceived to  potentially  affect,  my ethical
            conduct  in the  course  of  carrying  out the  duties  of my office
            (including a relationship  that may create, or create the appearance
            of, a conflict of interest).

      o     Promptly  disclose to the Board of Directors any  relationship  that
            reasonably could give rise to a conflict of interest.

      o     Not in any circumstance use confidential information acquired in the
            course of the duties of my office  either for my personal  advantage
            or for the advantage of related parties.

      o     Honour my obligation to serve the best  interests of the Company and
            its  shareholders  by  exercising  the  care,  diligence  and  skill
            necessary  to conduct its  affairs  appropriately,  including,  if a
            director,  upholding the guidelines set out in the Company's Charter
            of Director Governance and Expectations.

      o     Recognize  that the  integrity  of the  capital  markets is based on
            consistently  honest  and  just  actions  by its  participants,  the
            conformity to market  regulation,  and the  transparency of credible
            financial and non-financial  corporate information,  and will to the
            best of my ability and knowledge work to insure that I act in such a
            manner as to uphold the integrity of the capital markets.

      o     Insure full, fair, accurate,  timely, and understandable  disclosure
            in reports and  documents  that the Company files with or submits to
            public  regulatory  bodies,  and insure  compliance  with applicable
            governmental laws, rules and regulations.

      o     Maintain the  confidentiality of information  acquired in the course
            of carrying out the duties of my office.


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      o     Report  promptly  to the  members of the Board of  Directors  of the
            Company if I suspect or recognize  fraudulent or illegal acts within
            the  Company or a breach of this Code of Ethics by any  director  or
            officer of the Company, including my own acts.

      o     Report  promptly  to the  members of the Board of  Directors  of the
            Company  if I  suspect  or  recognize  acts or  practices  which may
            constitute  a breach  of,  or that  may  jeopardize,  the  Company's
            internal controls.

      o     Provide the  leadership,  supervision and support for the employees,
            collaborators  and  other  agents  of  the  Company  to  uphold  the
            principles articulated in this Code of Ethics.

      I  acknowledge  that this  Code of Ethics  applies  to all  directors  and
officers of the Company;  that a person to whom this Code of Ethics applies will
be deemed  to have  breached  it by way of being  sanctioned  by a  governmental
agency  or  judicial  body  for  violating  laws or  regulations  affecting  the
performance  of his or her  duties of  office  or by a  finding  of the Board of
Directors of the Company; that any person with power to influence or control the
direction or management,  policies or activities of the sanctioned  person,  who
was aware  that a breach of the Code of Ethics was likely to occur and failed to
take appropriate steps to prevent such an act from occurring,  will be deemed to
have also breached the Code of Ethics;  and that any person found  breaching the
Code of Ethics will, in addition to any regulatory or judicial sanction, receive
sanctions  from the Company,  including  possible  suspension or  termination of
employment.

Acknowledged by:


/s/ Gary Freeman
---------------------------
Gary Freeman                                          Date:  September 20, 2004
President, CEO and Director


/s/ Jerry Pogue
---------------------------
Jerry Pogue                                           Date:  September 20, 2004
Director

/s/ Gil Atzmon
---------------------------
Gil Atzmon                                            Date:  September 20, 2004
Director

/s/ Michael Bartlett
---------------------------
Michael Bartlett                                      Date:  September 20, 2004
Director


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