TORBAY HOLDINGS, INC.

                                 CODE OF ETHICS



                                   March 2006

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                                  Our Standards

         As an employee or director of Torbay Holdings, Inc. (the "Company") you
share the privilege and responsibility of upholding our Company's ethical
reputation. You do this each time you act honestly, ethically and legally. While
many, if not most, of the situations you encounter in the conduct of your own or
the Company's business or other dealings present clear choices as to proper
conduct, there are also many situations where making the right choice can be
challenging.

         We have prepared this Code of Ethics (the "Code") to summarize certain
key policies and procedures that we believe govern doing business in an ethical
and legal manner. This Code does not describe all of the details or all of the
applicable laws, regulations or Company policies. Rather, we have attempted to
discuss those you are most likely to encounter. You are expected to understand
how our policies apply to you and to follow them. We encourage you to discuss
any questions or concerns you may have with your supervisor or to request advice
from our General Counsel, Lisa Temple, Esq.

                 Responsibilities of All Employees and Directors

         All employees and directors of the Company are responsible for
complying with this Code. Any employee or director having information concerning
any prohibited or unlawful act shall promptly report such matter to the General
Counsel. While this is the preferred reporting procedure, employees should also
feel free to report to anyone in management, including the Board of Directors,
the Chief Financial Officer or a Vice President.

         Employees and directors should be advised of this reporting obligation
and encouraged to report any prohibited or unlawful activities of which they are
aware. There will be no reprisals for reporting such information in good faith,
even if it later turns out that all or some the report is incorrect.

                              Conflicts of Interest

         Every director and employee has a duty to avoid business, financial or
other direct or indirect interests or relationships which conflict with the
interests of the Company or which divide his or her loyalty to the Company. Any
activity which even appears to present such a conflict must be avoided or
terminated unless, after disclosure to the General Counsel, it is determined and
communicated in writing to the employee or director that the activity is not
harmful to the Company or otherwise improper.

         A conflict or the appearance of a conflict of interest may arise in
many ways. For example, depending on the circumstances, the following may
constitute an improper conflict of interest:

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o        Ownership of or an interest in a competitor or in a business with which
         the Company has or is contemplating a relationship (such as a supplier,
         customer, landlord, distributor, licensee/ licensor, etc.) either
         directly or indirectly, such as through family members.

o        Profiting, or assisting others to profit, from confidential information
         or business opportunities that are available because of employment by
         the Company or being a director of the Company.

o        Providing service to a competitor or a proposed or present supplier or
         customer as an employee, director, officer, partner, agent or
         consultant.

o        Soliciting or accepting gifts, payments, loans, services or any form of
         compensation from suppliers, customers, competitors or others seeking
         to do business with the Company. Social amenities customarily
         associated with legitimate business relationships are permissible.
         These include the usual forms of entertainment such as lunches or
         dinners as well as occasional gifts of modest value. While it is
         difficult to define "& customary," "modest," or "usual" by stating a
         specific dollar amount, common sense should dictate what would be
         considered extravagant or excessive. If a disinterested third party
         would be likely to infer that it affected your judgment, then it is too
         much. All of our business dealings must be on arm's-length terms and
         free of any favorable treatment resulting from the personal interest of
         our employees. Loans to employees from financial institutions which do
         business with the Company are permissible as long as the loans are made
         on prevailing terms and conditions.

o        Influencing or attempting to influence any business transaction between
         the Company and another entity in which an employee or director has a
         direct or indirect financial interest or acts as a director, officer,
         employee, partner, agent or consultant.

o        Buying or selling securities of any other company using non-public
         information obtained in the performance of an employee's duties, or
         providing such information so obtained to others.

         Disclosure is the key. Any employee or director who has a question
about whether any situation in which he or she is involved amounts to a conflict
of interest or the appearance of one should disclose the pertinent details,
preferably in writing, to the Company's General Counsel and should not act until
advised in writing that the action is not harmful to the Company or otherwise
improper.

         To summarize, each employee and director is obligated to disclose his
or her own conflict or any appearance of a conflict of interest. The end result
of the process of disclosure, discussion and consultation may well be approval
of certain relationships or transactions on the grounds that, despite
appearances, they are not harmful to the Company. But all relationships or
transactions that are actual conflicts of interest or may appear to be conflicts
of interest are prohibited, even if they do not harm the Company, unless they
have gone through this approval process.

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                      Compliance with Laws and Regulations

         It is company policy to comply with the laws of each state and country
in which we do business. It is the responsibility of our Company's directors,
management and employees to be familiar with the laws and regulations that
relate to our business responsibilities and to comply with them.

         The General Counsel is always available for consultation on the laws
which relate to our businesses. However, it is the responsibility of management
to ensure compliance with applicable laws.

         If an employee or director has any question whether a transaction or
course of conduct complies with applicable statutes or regulations, it is the
responsibility of that employee or director to obtain legal advice from the
General Counsel and act in accordance with that advice. It is the responsibility
of management to ensure that employees are aware of their responsibilities in
this regard.

         Set forth below are several areas of regulated business activity that
require particular attention.

Environmental Laws and Regulations

         The Company is committed to conducting its business in an
environmentally sound manner. Management and employees are required to be
familiar with environmental laws and regulations which relate to their
employment responsibilities and to comply with them.

Workplace Safety Laws and Regulations

         In the interest of maintaining a safe and healthy workplace, the
Company requires full compliance with applicable workplace safety and industrial
hygiene standards mandated by law.

Compliance with Securities Laws

         The Company is often required by the securities laws of the United
States to disclose to the public important information regarding the Company.

         An employee or director who knows important information about the
Company that has not been disclosed to the public must keep such information
confidential. It is a violation of United States law to purchase or sell the
Company's stock on the basis of such important non-public information. Employees
and directors may not do so and may not provide such information to others for
that or any other purpose.

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         Directors and employees may not buy or sell securities of any other
company using important non-public information obtained in the performance of
their duties. Directors and employees may not provide such information so
obtained to others.

         You should understand that securities laws are taken very seriously and
government agencies have developed extensive ways to monitor securities trading
activities. Violations of securities laws can result in large civil and criminal
penalties against companies and individuals.

Political Activities and Contributions

         The Company encourages directors and employees to be involved
personally in political affairs. However, no director or employee shall directly
or indirectly use or contribute funds or assets of the Company for or to any
political party, candidate or campaign unless such a use or contribution is
lawful and is approved in writing by the General Counsel.

Respect for Trade Secrets

         It is the policy of the Company to respect the trade secrets and
proprietary information of others. Although information obtained from the public
domain is a legitimate source of competitive information, a trade secret
obtained through improper means is not. The unauthorized use of trade secrets or
other proprietary information could subject both the Company and you to
substantial civil liability.

         If a competitor's trade secrets or proprietary information are offered
to you in a suspicious manner, or if you have any question about the legitimacy
of the use or acquisition of competitive information, you should contact the
General Counsel immediately. No action regarding such information should be
taken before consultation with the General Counsel.

Confidentiality of Personal Information

         Confidentiality applies not only to business information, but to the
personal information of the Company's employees, former employees, job
applicants and other persons. The Company requires that personal information be
collected, processed, stored and transferred with adequate precautions to ensure
confidentiality and be accessible only to those individuals with legitimate
reasons to know about or have access to the information. When appropriate, the
Company will ask individuals for their consent to the collection, processing,
storage and transfer of personal information and employees will be given the
opportunity to review their personal data held by the Company and correct any
errors found.

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Use of Funds and Assets and Complete and Accurate Books and Records;
Second-Country Payments

         Sales of the Company's products and services, and purchases of products
and services of suppliers, shall be made solely on the basis of quality, price
and service, and never on the basis of giving or receiving payments, gifts,
entertainment or favors.

         No Company funds or assets shall be used for any unlawful purpose. No
director or employee shall purchase privileges or special benefits through
payment of bribes, illegal political contributions, or other illicit payments.

         No undisclosed or unrecorded fund or asset shall be established for any
purpose.

         No false or artificial entries shall be made in the books and records
of the Company for any reason, and no employee shall engage in any arrangement
that results in such prohibited act, even if directed to do so by a supervisor.

         No payment shall be approved or made with the agreement or
understanding that any part of such payment is to be used for any purpose other
than that described by documents supporting the payment.

         No payments of any kind (whether commissions, promotional expenses,
personal expenses, free goods or whatever) shall be made to an unaffiliated
distributor or sales agent (or employee or agent thereof) in any country other
than that in which the sales were made or in which the distributor or sales
agent has a substantial place of business. Such payments (sometimes referred to
as "second-country" payments) may be made to other entities such as suppliers of
goods and services provided under certain circumstances about which counsel
should be consulted.

Equal Opportunity

         The Company's policy is to provide equal employment opportunities and
to treat all employees and applicants without regard to personal characteristics
such as race, color, religion, sexual orientation, gender, age, national origin,
marital status, pregnancy, disability or veteran status. Managers are
responsible for implementing this policy.

Discrimination or Harassment

         The Company strives to maintain a work environment free of verbal or
physical harassment regarding racial, ethnic, religious, physical or sexual
characteristics or any other prohibited factor. This policy applies to conduct
that is made a condition of employment, is used as a basis for making employment
or promotion decisions, creates an intimidating, hostile or offensive working
environment or otherwise unreasonably interferes with an individual's work
performance.

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         The Company may be held responsible for the harassment of or
discrimination against employees by managers or other employees or even
non-employees if the Company knows or should have known about the behavior and
fails to take corrective action. Employees should be aware that they are subject
to dismissal if they engage in harassment or discrimination of others.

Abuse of Drugs and Alcohol

         Substance abuse presents serious health and safety hazards in the
workplace. Our policy is to eliminate substance abuse by our employees.
Applicants are subject to pre-employment drug testing. The Company also reserves
the right to test employees who display unusual behavior or where there is
reasonable suspicion of drug or alcohol abuse. Where permitted, employees may
also be tested on a random, universal basis.