CODE OF ETHICS AND BUSINESS CONDUCT FOR OFFICERS, DIRECTORS AND EMPLOYEES OF
                            FREEDOM RESOURCES, INC.


     1.   TREAT  IN  AN  ETHICAL  MANNER  THOSE TO WHOM FREEDOM RESOURCES 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.

For  the communities in which we live and work we are committed to observe sound
environmental  business  practices  and  to  act  as  concerned  and responsible
neighbors,  reflecting  all  aspects  of  good  citizenship.

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

For  our  suppliers  and  partners  we are committed to fair competition and the
sense  of  responsibility  required  of  a  good  customer  and  teammate.

     2.   PROMOTE  A  POSITIVE  WORK  ENVIRONMENT

All employees want and deserve a workplace where they feel respected, satisfied,
and  appreciated.  We  respect cultural diversity and recognize that the various
communities  in  which  we  may  do business may have different legal provisions
pertaining  to  the  workplace.  As  such,  we  will  adhere  to the limitations
specified  by  law  in  all of our localities, and further, 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.  While everyone who works for the Company must contribute to
the  creation  and  maintenance  of  such  an  environment,  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. Supervisors must be careful in words and conduct to avoid
placing,  or seeming to place, pressure on subordinates that could cause them to
deviate  from  acceptable  ethical  behavior.

     3.   PROTECT  YOURSELF,  YOUR  FELLOW  EMPLOYEES,  AND THE WORLD WE LIVE IN

We  are  committed to providing a drug-free, safe, and healthy work environment,
and  to  observe  environmentally sound business practices. We will strive, at a
minimum,  to  do no harm and where possible, 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. Observe posted warnings
and  regulations.  Report immediately to the appropriate management any accident
or  injury  sustained on the job, or any environmental or safety concern you may
have.


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     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.

     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  the Company may conduct business. These
          laws prohibit practices in restraint of trade such as price fixing and
          boycotting  suppliers  or customers. They also bar pricing intended to
          run  a  competitor  out  of business; disparaging, misrepresenting, or
          harassing  a  competitor;  stealing  trade  secrets;  bribery;  and
          kickbacks.

               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.


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                    This  guidance  also  applies  to  the  securities  of other
                    companies for which you receive information in the course of
                    your  employment  at  Freedom  Resources.

                         II.  BE  TIMELY  AND  ACCURATE  IN  ALL  PUBLIC REPORTS

                    As  a  public  company,  Freedom  Resources must be fair and
                    accurate  in  all  reports  filed  with  the  United  States
                    Securities  and Exchange Commission. Officers, directors and
                    management of Freedom Resources are 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
                    including  substantial  fines  and  prison  sentences.

               The  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

Our  officers, directors and employees have an obligation to give their complete
loyalty to the best interests of the Company.  They should avoid any action that
may  involve, or may appear to 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.

     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  Freedom  Resources.

     -    Acceptance  of  gifts,  payment,  or services from those seeking to do
          business  with  Freedom  Resources.

     -    Placement  of  business with a firm owned or controlled by an officer,
          director  or  employee  or  his/her  family.

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

     -    Acting  as  a  consultant  to  a Freedom Resources customer, client or
          supplier.

     -    Seeking  the  services  or advice of an accountant or attorney who has
          provided  services  to  Freedom  Resources.

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  must comply with the laws and regulations that pertain to the acquisition of
goods  and  services.  We  will  compete  fairly  and ethically for all business
opportunities.  In  circumstances  where  there  is  reason  to believe that the
release  or receipt of non-public information is unauthorized, do not attempt to
obtain  and  do  not  accept  such  information  from  any  source.

If  you  are  involved  in  Company  transactions,  you 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 and services should always be free from
even  the  perception that favorable treatment was sought, received, or given in
exchange  for  the  furnishing  or  receipt  of  business courtesies.  Officers,
directors  and  employees  of  Freedom  Resources  will  neither give nor accept
business  courtesies  that  constitute,  or  could  be  reasonably  perceived as
constituting,  unfair business inducements or that would violate law, regulation
or  policies  of  the  Company,  or  could  cause  embarrassment  to  or reflect
negatively  on  the  Company's  reputation.

     9.   MAINTAIN  THE  INTEGRITY  OF  CONSULTANTS, AGENTS, AND REPRESENTATIVES

Business  integrity  is  a key standard for the selection and retention of those
who  represent  Freedom Resources.  Agents, representatives, or consultants must
certify  their  willingness to comply with the Company's 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.
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

Freedom  Resources  encourages its employees to become involved in civic affairs
and  to  participate  in  the  political  process.  Employees  must  understand,
however,  that  their  involvement  and  participation  must be on an individual
basis,  on  their  own  time,  and  at their own expense.  In the United States,
federal  law  prohibits  corporations  from  donating corporate 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  controls  and  reporting  procedures  and the Company's business
conduct.

     14.  DISCIPLINARY  MEASURES.

The  Company  shall consistently enforce its 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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