EXIBIT 99 (b)


                             CODE OF BUSINESS ETHICS

                  CORPORATE COMPLIANCE PRINCIPLES AND POLICIES


Purpose and Scope

Legal Club of America Corporation ("Legal Club") policy is that business should
be conducted within the highest level of honesty and integrity. From its
inception, the Company has required that all its employees conduct themselves
according to this high standard of personal and business integrity in their
dealings on behalf of the Company and its subsidiaries, in everything affecting
the Company's relationships with its clients, customers, banks, and security
holders and with others with whom the Company does business. The continued,
successful business operation and reputation of the Company is built upon these
principles.

This Code of Business Ethics (the "Code") is intended to document the principles
of conduct and ethics to be followed by the Company's employees, officers, and
directors, including its principal executive officer and its principal financial
officer. Personal integrity in the conduct of business is important because each
employee, officer and director is a responsible custodian of the Company's
reputation.

The Company will expect all its employees, officers, and directors to conduct
themselves in accordance with the spirit, as well as the letter, of the
principles set forth in this Code. Violations of this Code by an employee,
officer or director are grounds for disciplinary action up to and including
immediate termination of employment and possible legal prosecution

The purpose of this Code is to:

     o    Promote honest and ethical conduct, including the ethical handling of
          actual or apparent conflicts of interest between personal and
          professional relationships;

     o    Promote avoidance of apparent of actual conflicts of interest,
          including disclosure to an appropriate officer or committee of any
          material transaction or relationship that reasonably could be expected
          to give rise to such a conflict;

     o    Promote full, fair, accurate, timely and comprehensible disclosure in
          reports and documents that the Company files with the Securities and
          Exchange Commission and in other public communications made by the
          Company;

     o    Promote compliance with all applicable laws, rules and regulations of
          Federal, state and local governmental agencies;

     o    Promote accountability for adherence to this Code and for the prompt
          reporting to an appropriate Company officer or Committee of violations
          of this Code;

     o    Promote the Company's longstanding culture of honesty, integrity and
          accountability

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Business Conduct

     o    Employees and officers will at all times deal fairly with the
          Company's customers, clients, vendors, competitors and co-workers.
          While we expect employees to advance the interests of the Company, we
          expect them to do so in a manner that is consistent with the highest
          standards of personal and business integrity and ethical dealing.
               o    Misrepresentation, fraudulent action, or any behavior that
                    denies a customer the full value of the product for which he
                    is paying is prohibited
               o    Employees and officers are not allowed to make gifts, loans,
                    or grant favors to representatives of customers (clients)
                    for the purpose of inducing them to compromise their
                    responsibilities to their employers in the Company's behalf.
               o    Employees and officers are to refrain from all dealings with
                    competitors for the purpose of setting or controlling
                    prices, rates, trade practices, costs, or any other activity
                    prohibited by Federal and state laws regulating competition.
               o    Employees and officers are prohibited from using for their
                    personal advancement and interests, any non-public
                    information involving the Company, its clients, customers,
                    business partners or competitors to which they may receive
                    access in the course of business.
               o    Employees and officers are not permitted to harass (sexually
                    or otherwise) another employee or to discriminate against
                    another employee, customer, client, vendor or business
                    partner in any way, including without limitation, by means
                    of ethnic, racial, sexual or religious remarks, animosity,
                    unwelcome sexual advances or requests for sexual favors. The
                    Company has "Zero" tolerance for harassment or
                    discrimination.

     o    No employee or officer is to take unfair advantage of anyone through
          manipulation, concealment, abuse of privileged information,
          misrepresentation of material facts, or any other unfair practice.

     o    No employee, officer, or director, will:
               o    make it possible for anyone other than the Company to take
                    advantage of an opportunity in any of the Company's areas of
                    business, unless the Company has expressly decided not to
                    attempt to take advantage of the opportunity
               o    take personal advantage of any opportunity of which he or
                    she becomes aware, or to which he or she obtains access,
                    through the use of corporate property, information or
                    position;
               o    not compete with the Company with regard to specific
                    transactions or opportunities or otherwise use corporate
                    property, information, or position for personal gain.

     o    Employees, officers, and directors owe a duty to the Company to
          advance the Company's legitimate interests whenever the opportunity to
          do so arises and to protect its assets.


Conflicts of Interest
     o    Employees, officers and directors should be free of any conflict of
          interest or the appearance thereof to assure that independent judgment
          is exercised with regards to the Company's best interest.

          A "conflict of interest" occurs when an individual's private interest
          is different from the interests of the Company as a whole. The
          Company's General Counsel can provide more information and answer
          questions relating to specific activities that may create conflicts of
          interest.

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     Conflicts of interest occur:

          o    When an employee, officer, or director, or a member of his or her
               family, benefits personally from a business activity the
               employee, officer, or director does, or fails to do, that is not
               in the best interests of the Company,
          o    When an employee, officer, or director takes actions or has
               interests that may make it difficult to perform his or her
               Company work objectively and effectively
          o    When an employee, officer or director, or a member of his or her
               family, receives personal benefits from an organization or
               individual, other than the Company, as a result of his or her
               position in the Company.
          o    When an employee, officer, or director engages in any activity
               that is competitive with the business activities and operations
               conducted by the Company. Any ownership interest, whether active
               or passive, in any other voluntary benefits company, legal
               referral services provider or insurance agency would be
               considered a competitive activity, other than investments in
               publicly traded securities that are listed on a recognized
               securities exchange or securities quotation system.
          o    When a full-time employee or officer engages in any part-time
               employment, business consulting arrangements or other business
               activities without written approval from the CEO or the Audit
               Committee (the "Committee").
          o    When an employee, officer, or director accepts any gift, favor,
               or personal incentive of more than one hundred dollars ($100.00)
               value, or a cash gift of any amount, from a current or
               prospective client, customer, vendor or any other business
               partner.
          o    When an employee, officer, or director solicits any money, gift,
               favor, service, or other tangible or intangible benefit or
               service from any Company employee or any person with which the
               Company does business, in exchange for anything involving the
               performance of the person's responsibilities on behalf of the
               Company, or under circumstances that might impair the employee's,
               officer's, or director's independent judgment as to what is in
               the best interests of the Company.
          o    When an immediate family member (parent, spouse, child, or
               related by marriage or any other adult relative living in the
               same household) of an employee, officer, or director is involved
               in a business activity with the Company. Any commissions, fees or
               other remuneration to such family member must be disclosed to and
               approved in advance by the Committee.

     Reporting Conflicts of Interest

          A situation that creates a conflict of interest or the appearance
          thereof must be reported promptly.
          o    If the person involved is a director or the principal executive
               officer of the Company, it must be reported to the Committee. If
               the person involved is someone other than a director or the
               principal executive officer of the Company, it must be reported
               to the General Counsel and CEO.
          o    If an employee, officer, or director becomes aware of a situation
               that he or she believes involves a conflict of interest by
               another employee, officer, or director, the person who becomes
               aware of the situation must promptly report it to the General
               Counsel, the CEO or the Committee.
          When there is any question of whether a conflict of interest is
          present and should be disclosed, all employees, officers, and
          directors should resolve any doubt in favor of full disclosure.


Financial Integrity and Insider Trading

o    Employees, officers, and directors are expected to comply at all times with
     all applicable Federal, state and local laws, and governmental agencies'
     rules and regulations.

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o    Employees, officers, and directors are required to comply with the
     Company's Policy "Safeguarding Confidential Information" regarding
     non-public information, and with all other Company policies applicable to
     them, or that may be adopted from time to time by the Company, and with any
     confidentiality provisions in agreements to which they or the Company are
     parties.
               o    Non-public information is information that is (1) not
                    available to the public, (2) and which could affect the
                    market price of the stock and (3) which a reasonable
                    investor would consider important in deciding whether to
                    buy, sell or hold the Company's stock. Non-public
                    information includes: earnings projections, changes in
                    senior management, merger agreements or gain or loss of a
                    substantial customer or business segment.

o    Employees, officers and directors are prohibited from trading in the
     Company's stock or the securities of other companies with which Legal Club
     may be transacting business, whenever they are in possession of material
     inside information concerning Legal Club or the other company. This
     restriction also applies to members of the immediate family of the
     employees, officers and directors.

o    Employees, officers, and directors must maintain confidential all
     information entrusted to them by the Company, its clients, customers, or
     business partners, that is treated by the Company its clients, customers or
     business partners as confidential, except when disclosure is authorized by
     the Company or legally mandated. Confidential information includes all
     information that may be used by the Company's competitors, or that could be
     harmful to the Company, if disclosed

o    Employees, officers, and directors are strictly forbidden to use, authorize
     or condone the use of any "off books" accounting, unrecorded bank accounts
     or any other financial activity that may be used to distort the Company's
     operating results and financial position.

o    Employees, officers, and directors must ensure that the employees
     responsible for the integrity of the accounting and financial reporting
     systems, maintain valid, accurate and complete accounting records prepared
     in accordance with generally accepted accounting principles and following
     Company policies.

o    Employees, officers, and directors must cooperate fully with the employees
     responsible for preparing reports filed with the Securities and Exchange
     Commission and all other materials that are made available to the investing
     public, to inform them in a timely manner, of all financial information
     that might have to be disclosed in those reports, or that might affect the
     way in which the information is disclosed.

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