CODE OF BUSINESS CONDUCT AND ETHICS

                                       FOR

                           CLICKABLE ENTERPRISES, INC.

INTRODUCTION

Clickable  Enterprises,  Inc.  (the  "Company")  is  committed  to  the  highest
standards of legal and ethical conduct. This Code of Business Conduct and Ethics
(the  "Code")  sets  forth the  Company's  policies  with  respect to the way we
conduct ourselves  individually and operate our business. The provisions of this
Code are designed to deter  wrongdoing and to promote honest and ethical conduct
among our employees, officers and directors.

 In the course of performing  our various roles in the Company,  each of us will
encounter   ethical  questions  in  different  forms  and  under  a  variety  of
circumstances.  Moments of ethical  uncertainty  may arise in our dealings  with
fellow employees of the Company,  with customers,  or with other parties such as
government entities or members of our community. In achieving the high ground of
ethical behavior, compliance with governmental laws is not enough. Our employees
should never be content with simply obeying the letter of the law, but must also
strive to comport themselves in an honest and ethical manner. This Code provides
clear rules to assist our employees, directors and officers in taking the proper
actions when faced with an ethical dilemma.

The  reputation of the Company is our greatest asset and its value relies on the
character of its employees. In order to protect this asset, the Company will not
tolerate  unethical  behavior by  employees,  officers or  directors.  Those who
violate the standards in this Code will be subject to  disciplinary  action.  If
you are concerned  about taking an action that may violate the Code or are aware
of a  violation  by  another  employee,  an officer  or a  director,  follow the
guidelines set forth in Sections 10 and 11 of this Code.

This Code  applies  equally to all  employees,  officers  and  directors  of the
Company. All references to employees contained in this Code should be understood
as referring to officers and directors as well.

1. COMPLIANCE WITH LAWS, RULES AND REGULATIONS

Company policy requires that the Company, as well as all employees, officers and
directors  of the  Company,  comply fully with both the spirit and the letter of
all laws, rules and regulations.  Whenever an applicable law, rule or regulation
is unclear or seems to conflict with either another law or any provision of this
Code, all employees, officers and directors are urged to seek clarification from
their  supervisor,  the appropriate  compliance  official or the Chief Executive
Officer. See Section 11 for contact information. Beyond mere compliance with the
law, we should always conduct our business with the highest standards of honesty
and integrity - wherever we operate.


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2. CONFLICTS OF INTEREST

Every  employee has a primary  business  responsibility  to the Company and must
avoid  conflicts  of  interest.  A conflict of interest  arises when an employee
takes  actions or enters into  relationships  that oppose the  interests  of the
Company,  harm  the  Company's  reputation  or  interfere  with  the  employee's
performance or  independent  judgment when carrying out any actions on behalf of
the Company. The Company strictly prohibits its employees from taking any action
or entering into any relationship,  personal or professional,  that creates,  or
even appears to create, a conflict of interest.

A conflict  situation  can arise when a  director,  officer  or  employee  takes
actions or has  interests  that may make it difficult to perform his or her work
for the Company  objectively  and  effectively.  Conflicts of interests may also
arise when a director,  officer or  employee,  or a member of his or her family,
receives an improper  personal  benefit as a result of his or her position  with
the  Company.  It may be a  conflict  of  interest  for a  director,  officer or
employee to work simultaneously for a competitor, customer or supplier. The best
policy  is to  avoid  any  direct  or  indirect  business  connection  with  our
customers,  suppliers or  competitors,  except on our behalf.  Employees must be
sensitive to potential  conflicts of interest  that may arise and use their best
efforts to avoid the conflict.

In particular, except as provided below, no director, officer or employee shall:

      o     be a  consultant  to, or a  director,  officer  or  employee  of, or
            otherwise operate an outside business that:

                  >>    markets  products or services  in  competition  with our
                        current or potential products and services;

                  >>    supplies products or services to the Company; or

                  >>    purchases products or services from the Company;

      o     accept  any  personal  loan or  guarantee  of  obligations  from the
            Company,  except to the extent such  arrangements have been approved
            by the Chief Executive Officer and are legally permissible; or

      o     conduct  business on behalf of the  Company  with  immediate  family
            members, which include your spouse, children,  parents, siblings and
            persons sharing your same home whether or not legal relatives.

Directors, officers and employees must notify the Chief Executive Officer of the
existence  of any actual or  potential  conflict of  interest.  With  respect to
officers or  directors,  the Board may make a  determination  that a  particular
transaction or relationship will not result in a conflict of interest covered by
this policy.  With respect to all other employees or agents, the Chief Executive
Officer,  acting alone, or the Board may make such a determination.  Any waivers
of this policy as to an officer or director may only be approved by the Board of
Directors.


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Any employee,  officer or director who is aware of a transaction or relationship
that could  reasonably  be  expected  to give rise to a conflict  of interest in
violation of this section must inform the  appropriate  personnel in  accordance
with the procedures set forth in Section 12 of this Code. If an employee has any
questions  regarding  the  Company's  policy on  conflicts  of interest or needs
assistance in avoiding a potential  conflict of interest,  he or she is urged to
seek the advice of a supervisor or the Chief Executive Officer.

3. CORPORATE OPPORTUNITIES

Employees,  officers and directors  are  prohibited  from taking for  themselves
personally  opportunities  that  are  discovered  through  the  use  of  Company
property,  Company  information or their  position in the Company.  Furthermore,
employees  may not use  Company  property,  information  or  influence  or their
position in the Company for improper  personal gain.  Finally,  employees have a
duty to advance the Company's legitimate interests when the opportunity to do so
arises. Consequently, employees are not permitted to compete with the Company.

4. CONFIDENTIALITY

Employees  must  maintain  the   confidentiality  of  confidential   information
entrusted  to them by the Company or its  customers  or  suppliers,  except when
disclosure  is  authorized  by the  Company or required  by  applicable  laws or
regulations.  Confidential  information includes proprietary  information of the
Company,  as  well  as  all  non-public  information  that  might  be of  use to
competitors,  or harmful to the Company or its  customers,  if  disclosed.  This
confidentiality  requirements is in additional to any other obligations  imposed
by the Company to keep information confidential.

5. INSIDER TRADING

Employees,  officers and directors will frequently  become aware of confidential
non-public  information  concerning  the Company and the parties  with which the
Company  does  business.  As set forth in more detail in the  Company's  Insider
Trading Policy,  the Company  prohibits  employees from using such  confidential
information for personal  financial gain, such as for purposes of stock trading,
or for any other purpose other than the conduct of our business.  Employees must
maintain the confidentiality of such information and may not make disclosures to
third  parties,  including  members of the  employee's  family.  All  non-public
information about the Company should be treated as confidential information.  To
use non-public information for personal financial benefit or to "tip" others who
may make stock trades on the basis of this information is not only unethical but
also illegal. This policy also applies to trading in the securities of any other
company,  including  our  customers or suppliers,  if employees  have  material,
non-public  information  about that company  which the employee  obtained in the
course of their  employment  by the  Company.  In  addition  to  possible  legal
sanctions,  any  employee,  officer or director  found to be in violation of the
Company's  insider  trading  policy  will  face  decisive  disciplinary  action.
Employees are encouraged to contact the Company's Chief  Executive  Officer with
any questions concerning this policy.


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6. PROTECTION AND PROPER USE OF COMPANY ASSETS

All Company  assets  should be used for  legitimate  business  purposes  and all
employees,  officers and directors must make all  reasonable  efforts to protect
the Company's  assets and ensure their efficient use. Theft,  carelessness,  and
waste have a direct impact on the Company's  profitability and must therefore be
avoided.  The  suspected  occurrence  of fraud or theft  should  be  immediately
reported to the  appropriate  person in accordance with the procedures set forth
in Section 11 of this Code.

An  employee's  obligation  to  protect  the  Company's  assets  extends  to the
Company's proprietary information. Proprietary information includes intellectual
property such as patents, trademarks,  copyrights and trade secrets. An employee
who uses or  distributes  such  proprietary  information  without the  Company's
authorization  will be subject to  disciplinary  measures  as well as  potential
legal sanctions.

7. FAIR DEALING

Although  the success of our Company  depends on our ability to  outperform  our
competitors,  the Company is committed to achieving  success by fair and ethical
means.  We seek to maintain a reputation for fair dealing among our  competitors
and the public alike. In light of this aim, the Company prohibits employees from
engaging in any unethical or illegal business  practices.  An exhaustive list of
unethical  practices  cannot be  provided.  Instead,  the Company  relies on the
judgment of each individual employee to avoid such practices.  Furthermore, each
employee should endeavor to deal fairly with the Company's customers, suppliers,
competitors and employees.  No employee  should take unfair  advantage of anyone
through   manipulation,    concealment,   abuse   of   privileged   information,
misrepresentation of material facts, or any other unfair business practice.

8. DISCLOSURES

It is Company policy to make full,  fair,  accurate,  timely and  understandable
disclosure in compliance with all applicable  laws, rules and regulations in all
reports and documents that the Company files with, or submits to, the Securities
and  Exchange  Commission  and in all other  public  communications  made by the
Company.  Employees  shall  endeavor in good faith to assist the Company in such
efforts.

9. WAIVERS

The Company  expects all  employees,  officers and  directors to comply with the
provisions  of this  Code.  Any  waiver  of this  Code for  executive  officers,
directors  or  employees  may be made only by the Board of  Directors or a Board
committee  and will be promptly  disclosed  to the public as required by law and
stock exchange regulations.

10. COMPLIANCE GUIDELINES AND RESOURCES

In  some  situations,  our  employees  may  not be  certain  how to  proceed  in
compliance  with this Code.  This  uncertainty may concern the ethical nature of
the employee's  own acts or the employee's  duty to report the unethical acts of
another. When faced with this uncertainty, the employee should carefully analyze
the  situation and make use of Company  resources  when  determining  the proper


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course  of  action.  The  Company  also  encourages  employees  to talk to their
supervisors,  or other personnel  identified below, when in doubt about the best
course of action.

1. GATHER ALL THE FACTS.  Do not take any action that may violate the Code until
you have  gathered  all the  facts  that are  required  to make a  well-informed
decision and, if necessary,  you have  consulted  with your  supervisor,  or the
Chief Executive Officer.

2. IS THE ACTION  ILLEGAL  OR  CONTRARY  TO POLICY?  If the action is illegal or
contrary to the provision of this Code, you should not carry out the act. If you
believe  that the Code  has  been  violated  by an  employee,  an  officer  or a
director,  you  must  promptly  report  the  violation  in  accordance  with the
procedures set forth in Section 11.

3. DISCUSS THE PROBLEM WITH YOUR  SUPERVISOR.  It is your  supervisor's  duty to
assist  employees in complying with this Code.  Feel free to discuss a situation
that raises ethical issues with your  supervisor if you have any questions.  You
will suffer no retaliation for seeking such guidance.

4. ADDITIONAL RESOURCES.  The Chief Executive Officer is available to speak with
you about problematic situations if you do not feel comfortable approaching your
direct  supervisor.  If you  prefer,  you may request  assistance  in writing by
sending a request to the Chief Executive Officer.

11. REPORTING PROCEDURES

All  employees  have a duty to report any  violations  of this Code,  as well as
violations  of any laws,  rules,  or  regulations.  The Company  does not permit
retaliation  of any kind  against  employees  for good faith  reports of ethical
violations.

If you believe that an EMPLOYEE has violated the Code you must  promptly  report
the violation to your direct  supervisor or the Chief  Executive  Officer.  If a
report is made to a supervisor, the supervisor must in turn report the violation
to the Chief Executive Officer.  All violations by an OFFICER OR DIRECTOR of the
Company must be reported directly to the entire Board of Directors.

CONTACT INFORMATION

Reports  may be  made in  person,  by  telephone  or in  writing  by  sending  a
description  of the  violation  and the  names of the  parties  involved  to the
appropriate  personnel  mentioned  in  the  preceding  paragraph.   The  contact
information is as follows:

Nicholas Cirillo, Jr.
Chief Executive Officer
711 South Columbus Avenue
Mount Vernon, NY  10550
(914) 699-5190


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12. DISCIPLINARY ACTION

Employees,  officers and directors of the Company will be held  accountable  for
adherence to this Code. The penalty for a particular violation of this Code will
be decided on a case-by-case basis and will depend on the nature and severity of
the  violation  as  well  as  the  employee's   history  of  non-compliance  and
cooperation in the disciplinary  process.  Significant penalties will be imposed
for violations  resulting from intentional or reckless  behavior.  Penalties may
also be  imposed  when an  employee  fails  to  report  a  violation  due to the
employee's   indifference,   deliberate   ignorance  or  reckless  conduct.  All
violations of this Code will be treated  seriously and will result in the prompt
imposition of penalties which may include (1) an oral or written warning,  (2) a
reprimand, (3) suspension, (4) termination and/or (5) restitution.

13. NO RIGHTS CREATED

This  Code is a  statement  of  certain  fundamental  principles,  policies  and
procedures  that govern the Company's  officers,  directors and employees in the
conduct of the Company's business. It is not intended to and does not create any
rights in any employee, supplier, competitor, shareholder or any other person or
entity.