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                         SIGNATURE HORIZONS GROUP, INC.

                                     CODE OF

                           BUSINESS CONDUCT AND ETHICS

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I.       INTRODUCTION

         This Code of Business Conduct and Ethics summarizes the principles of
         conduct that Signature Horizons Group, Inc. and Signature Horizons,
         Inc. (collectively Signature"), follow to ensure that business is
         conducted with integrity and in compliance with the law. Every
         employee, officer and director is expected to know and follow the
         policies outlined in this Code of Business Conduct and Ethics. Any
         employee or officer who violates the letter or spirit of these policies
         is subject to disciplinary action, up to and including termination.

         Every employee, officer and director has the responsibility to obey the
         law and act ethically. To that end, this Code of Business Conduct and
         Ethics is a guide that is intended to sensitize employees, officers and
         directors to significant legal and ethical issues that arise frequently
         and to the mechanisms available to report illegal or unethical conduct.
         It is not, however, a comprehensive document that addresses every legal
         or ethical issue that an employee, officer or director may confront,
         nor is it a summary of all laws and policies that apply to Signature's
         business. Ultimately, no code of business conduct and ethics can
         replace the thoughtful behavior of an ethical employee, officer or
         director. No one at Signature has the authority to make exceptions to
         these policies, other than our Board of Directors or a committee of our
         Board of Directors.

II.      COMPLIANCE WITH LAWS, RULES AND REGULATIONS

         Employees, officers and directors must comply fully with all applicable
         laws, rules and regulations that govern Signature's business conduct,
         including, without limitation, securities laws, antitrust laws,
         employee health and safety laws, environmental laws and insider trading
         laws.

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         No employee, officer or director is authorized to sign a contract or
         agreement that purports to bind the Company. All contracts and
         agreements shall be reviewed and approved by legal.

III.     PROHIBITION AGAINST INSIDER TRADING

         In general, employees, officers and directors who have access to, or
         knowledge of, material nonpublic information from or about Signature
         are prohibited from buying, selling or otherwise trading in Signature's
         stock or other securities. "Material nonpublic" information includes
         any information, positive or negative, that has not yet been made
         available or disclosed to the public and that might be of significance
         to an investor, as part of the total mix of information, in deciding
         whether to buy or sell stock or other securities.

         Such insiders also are prohibited from giving "tips" on material
         nonpublic information, that is, directly or indirectly disclosing such
         information to any other person, including family members, other
         relatives and friends, so that they may trade in Signature's stock or
         other securities. Furthermore, if, during the course of your service
         with Signature, you acquire material nonpublic information about
         another company, such as one of our clients or suppliers, or you learn
         that Signature is planning a major transaction with another company
         (such as an acquisition), you are restricted from trading in the
         securities of the other company.

         Such "insider trading" is both unethical and illegal, with U.S.
         criminal penalties of up to $5 million and a jail term of up to 20
         years and civil penalties of up to three times the illegal profit
         gained or loss avoided.

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IV.      CONFLICTS OF INTEREST

         Business decisions must be made in the best interest of Signature, not
         motivated by personal interest or gain. Therefore, as a matter of
         policy, all employees, officers and directors must avoid any actual or
         perceived conflict of interest.

         A "conflict of interests" occurs when an individual's personal
         interests interfere or conflict in any way (or even appear to interfere
         or conflict) with the interests of Signature. A conflict of interest
         situation can arise when an employee, officer or director takes actions
         or has interest (financial or other) that may make it difficult to
         perform his or her company work objectively and effectively. Conflicts
         of interest also may arise when an employee, officer or director, or a
         member of his or her family, receives improper personal benefits as a
         result of his or her position in the Company, regardless of whether
         such benefits are received from the Company or a third party. Loans,
         to, or guarantees of obligations of, employees, officers and directors
         and their respective family members are of special concern.

         It is difficult to identify exhaustively what constitutes a conflict of
         interest. For this reason, employees, officers and directors must avoid
         any situation in which their independent business judgment might appear
         to be compromised. Questions about potential conflicts of interest
         situations, and disclosure of these situations as they arise, should be
         addressed and reported to legal or compliance.

V.       CORPORATE OPPORTUNITIES

         Employees, officers and directors are prohibited from: (a) taking for
         them-selves individually opportunities that properly belong to
         Signature or are discovered through the use of corporate property,
         information or position; (b) using corporate property, information or
         position for personal gain; and (c) competing with Signature.
         Employees, officers and directors owe a duty to the Company to advance
         its legitimate interests when the opportunity to do so arises.

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VI.      CONFIDENTIALITY

         Employees, officers and directors must maintain the confidentiality of
         all information entrusted to them by the Company, our clients or
         suppliers, or others with whom we may conduct business, except when
         disclosure of such information is specifically authorized or required
         as a matter of law.

         Confidential information includes any information that has not been
         made available to the public that provides insight into our current or
         anticipated business activities. It also includes important nonpublic
         information with firms with which we have dealings, including customers
         and suppliers. You should not share confidential information with
         friends, relatives or other non-employees, or discuss confidential
         matters in public places, such as elevators, public transportation
         (including airplanes) or restaurants.

         The Company's policy is to cooperate with every reasonable request of
         government investigators for information. At the same time, Signature
         is entitled to all the safeguards provided by law for the benefit of
         persons under investigation or accused of wrongdoing, including legal
         representation. If a representative of any government or government
         agency seeks an interview with you or requests access to data or
         documents for the purposes of an investigation, you should refer the
         representative to legal or compliance. You also should preserve all
         materials, including documents and e-mails, that might relate to any
         pending or reasonably possible investigation.

VII.     FAIR DEALING

         Each employee, officer and director must endeavor to deal fairly and in
         good faith with Signature's customers, suppliers, competitors, and
         employees. No employee, officer or director shall take unfair advantage
         of anyone through manipulation, concealment, abuse or privileged
         information, misrepresentation of material facts or any other unfair
         dealing practices.

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         The Company's policy is to select, place and work with all our
         employees and officers without discrimination based on race, color,
         national origin, gender, age, religion, disability, veteran's status,
         or actual or perceived sexual orientation.

         Further, it is the responsibility of each of us to help the Company
         provide a work atmosphere free of harassing, abusive, disrespectful,
         disorderly, disruptive or other nonprofessional conduct.

VIII.    PROTECTION AND PROPER USE OF COMPANY ASSETS

         All employees, officers and directors must protect Signature's assets
         and ensure their efficient use. Such assets include, without
         limitation, intellectual property, such as the Company name, logos,
         trademarks, confidential information, ideas, plans and strategies.
         Theft, carelessness and waste have a direct impact on the Company's
         profitability. All company assets should be used only for legitimate
         purposes. Any misuse or infringement of the Company's assets should be
         reported to legal or compliance.

IX.      PUBLIC COMPANY REPORTING

         As a result of our status as a public company in the United States,
         Signature is required to file periodic and other reports with the U.S.
         Securities and Exchange Commission. Signature takes its public
         disclosure responsibility seriously to ensure that these reports
         furnish the marketplace with full, fair, accurate, timely and
         understandable disclosure regarding the financial and business
         condition of the Company.

X.       ACKNOWLEDGMENT

         Employees, officers and directors are accountable for knowing and
         abiding by these policies. The Company requires executive officers,
         directors and certain employees to sign an acknowledgment confirming
         that they have received and read this Code of Business Conduct and
         Ethics, understand it and are complying with it.