Exhibit 99.3


Code of Ethics and Business Conduct for Officers, Directors and Employees of
                         GloTech Industries, Inc.


GloTech Industries, Inc. hereby adopts this Code of Ethics and Business
Conduct to emphasize our commitment to operating fairly, ethically and
honestly.  At a minimum, we will always strive to achieve the following
goals:


  1.   Treat in an Ethical Manner Those to Whom GloTech 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.

We are committed to observe sound environmental business practices and to
act as concerned and responsible neighbors, reflecting all aspects of good
citizenship.

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

We are committed to fair competition and the sense of responsibility
required of a good customer and teammate.

  2.   Promote a Positive Work Environment

We respect cultural diversity and individual dignity.  As such, 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.  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.

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

We are committed to providing a safe and healthy work environment, and
observing environmentally sound business practices.  We will strive 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.

  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, the European
     Union, and in many other countries where GloTech may conduct
     business.  These laws prohibit practices in restraint of trade such
     as price fixing and boycotting suppliers or customers.  They also
     prohibit harassing competitors, stealing trade secrets and offering
     or accepting bribes and kickbacks.  We will not tolerate any of these
     activities.

       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 GloTech.

             ii.  Be Timely and Accurate in All Public Reports

          As a public company, GloTech must be fair and accurate in all
          reports filed with the United States Securities and Exchange
          Commission.  Officers, directors and management of GloTech 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, officers or
          directors.  These sanctions may include substantial fines and
          prison sentences.

          To help ensure fair and accurate disclosure, our 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

Officers, directors and employees have an obligation to give their
complete loyalty to the best interests of the Company and must avoid any
action that may 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.

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:

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

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

       Placement of business with a firm owned or controlled by an officer,
       director, employee or family member.

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

       Acting as a consultant to a GloTech customer, client or supplier.

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.



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  7.   Compete Ethically and Fairly for Business Opportunities

We will compete fairly and ethically for all business opportunities.
Management should not attempt to use or obtain unauthorized or non-public
information.  In conducting business, Representatives of GloTech 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 our products should always be free from even the
perception that favorable treatment was sought, received, or given in
exchange for business courtesies.  Our officers, directors and employees
must neither give nor accept business courtesies that constitute, or could
be reasonably perceived as constituting, unfair business inducements, or
that would violate laws, regulations or Company policy, or reflect
negatively on the Company's reputation.

  9.   Maintain Corporate Integrity

Officers, directors, employees, agents, representatives, or consultants
must certify their willingness to comply with our 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.  We must always 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

GloTech encourages its employees to become involved in civic affairs and
to participate in the political process.  However, involvement and
participation must be on an individual basis, on individual time, and at
individual expense.  Federal law prohibits corporations from donating
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.



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  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 disclosure controls and reporting
procedures and the Company's business conduct.

  14.  Disciplinary Measures.

The Company shall consistently enforce this 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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