CODE OF ETHICS
                      FOR CEO AND SENIOR FINANCIAL OFFICERS
                        ETERNAL TECHNOLOGIES GROUP, INC.


Eternal  Technologies  Group,  Inc. (ETG) has a Code of Ethics applicable to all
its  employees.  In  addition  to the Code of  Ethics  the CEO,  and all  senior
financial officers are subject to the following terms and policies.

1.   The CEO and all senior  financial  officers are responsible for full, fair,
     accurate,  timely and  understandable  disclosure  in the periodic  reports
     required to be filed by ETG with the  Securities  and Exchange  Commission.
     Accordingly,  it is the responsibility of the CEO and each senior financial
     officer to promptly  bring to the  attention of the  appropriate  officers,
     agents and  employees  involved  in the  preparation  and  approval of each
     report filed with the SEC (the "Disclosure Team") any material  information
     which may affect the disclosures  made by ETG in its public filings.  It is
     also the burden of the CEO and each senior financial  officer to assist the
     Disclosure Team in fulfilling its  responsibilities  in connection with the
     preparation  and filing of reports  that  comply  fully with SEC  reporting
     requirements.

2.   The CEO and each senior financial officer shall promptly bring to the
     attention of the Audit Committee (or the Disclosure Team and Board of
     Directors, if there is no acting Audit Committee) any information he or she
     may have concerning (a) significant deficiencies in the design or operation
     of internal controls which could adversely affect ETG's ability to record,
     process, summarize and/or report financial data or (b) fraud, whether or
     not material, that involves management or other employees who have
     significant role in ETG's financial reporting, disclosures or internal
     control.

3.   The CEO and each senior financial officer shall promptly bring to the
     attention of the CEO and to the Audit Committee (or the Disclosure Team and
     Board of Directors, if there is no acting Audit Committee) any information
     he or she may have concerning any violation of ETG's Code of Ethics,
     including any actual or apparent conflicts of interest between personal and
     professional relationships, involving any management or other employees who
     have a significant role in ETG's financial reporting, disclosures or
     internal controls.

4.   The CEO and each senior financial officer shall promptly bring to the
     attention of the CEO and to the Audit Committee (or the Disclosure Team and
     Board of Directors, if there is no acting Audit Committee) any information
     he or she may have concerning evidence of a material violation of the
     securities or other laws, rules or regulations applicable to ETG and the
     operation of its business, by ETG or any agent thereof, or of violation of
     the Code of Ethics or of these additional policies and procedures.

5.   The Board of Directors shall determine, or designate appropriate persons to
     determine, appropriate action to be taken in the event of violations of the
     Code of Ethics or of these  additional terms and policies by the CEO and/or
     any of the senior  financial  officers.  Such actions  shall be  reasonably
     designed to deter wrongdoing and to promote accountability for adherence to
     the Code of Ethics and to these  additional  terms and policies,  and shall
     include  written  notices  to the  individual  involved  that the Board has
     determined that there has been a violation,  censure by the Board, demotion
     or re-assignment of the individual involved, suspension with or without pay
     or  benefits  (as   determined  by  the  Board)  and   termination  of  the
     individual's  employment.  In  determining  what action is appropriate in a
     particular  case,  the Board of Directors or such designee  shall take into
     account all relevant information, including that nature and severity of the
     violation,  whether  the  violation  was a single  occurrence  or  repeated
     occurrences  whether  the  violation  appears  to  have  been  intentional,
     inadvertent,  whether the  individual in question had been advised prior to
     the  violation  as to the proper  course of action  and  whether or not the
     individual in question had committed or violations in the past.