Exhibit 5.




MONEYLOGIX
GROUP, INC.




Code
of Business Conduct and Ethics





May 12, 2009


1


MONEYLOGIX GROUP,
INC.





CODE OF
BUSINESS CONDUCT AND ETHICS





MoneyLogix Group, Inc. (“MoneyLogix”) is
committed to the highest standards of legal and ethical business
conduct.  This Code of Business Conduct and Ethics (the “Code”)
summarizes the legal, ethical and regulatory standards that MoneyLogix must
follow to promote integrity and deter wrongdoing and is a reminder to our
directors, officers and employees of the seriousness of that commitment.
Compliance with this Code and high standards of business conduct is mandatory
for every director, officer and employee of the MoneyLogix or any of its
subsidiaries.





To help our directors, officers and
employees understand what is expected of them and to carry out their
responsibilities we have created this Code. Additionally, we have appointed Gary
Cilevitz, the Chief Financial Officer and Corporate Secretary of MoneyLogix to
serve as the MoneyLogix Ethics Officer to ensure adherence to the Code and
report to the Board of Directors of MoneyLogix or any committee thereof who
shall be responsible for monitoring compliance with the
Code.





This Code is not intended to be a
comprehensive guide to all of our policies or to all your responsibilities under
law or regulation.  It provides general parameters to help you resolve
the ethical and legal issues you encounter in conducting
business.  Think of this Code as a guideline, or a minimum
requirement.  If you have any questions about the Code or appropriate
action in light of the Code, you may contact the MoneyLogix Ethics Officer or
the Chair of the Governance Committee of the Board of Directors of the
MoneyLogix.





1.
            PURPOSE OF THIS
      CODE





This Code of Business Conduct and Ethics
(“Code”) is intended to document the principles of conduct and ethics to be
followed by the employees, officers (including, without limitation, the Chief
Executive Officer, Chief Financial Officer and other high ranking officers) and
directors of MoneyLogix and its subsidiaries. Its purpose is
to:





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





·
            Promote avoidance of conflicts of
      interest, including disclosure to an appropriate person of any material
      transaction or relationship that reasonably could be expected to give rise
      to such a conflict;





·
            Promote full, fair, accurate,
      timely and understandable disclosure in reports and documents that
      MoneyLogix files with, or submits to, the securities regulators and in
      other public communications made by
  MoneyLogix;





·
            Promote compliance with applicable
      governmental laws, rules and
regulations;





·
            Promote the prompt internal
      reporting to an appropriate person of violations of this
      Code;





·
            Promote accountability for
      adherence to this Code;





·
            Provide guidance to employees,
      officers and directors to help them recognize and deal with ethical
      issues;





·
            Provide mechanisms to report
      unethical conduct; and





·
            Help foster MoneyLogix’ culture of
      honesty and accountability.





MoneyLogix will expect all its
employees, officers and directors to comply and act in accordance, at times,
with the principles stated above and the more detailed provisions provided
hereinafter.  Violations of this Code by an employee or officer or
director are grounds for disciplinary action up to and including immediate
termination of employment, officership or directorship.





2.    WORKPLACE





a. Equal Employment
Opportunity





MoneyLogix is committed to maintaining a
workplace where the terms and conditions are fair and
non-discriminatory.  As such, MoneyLogix affords equal employment
opportunities to all persons employed by, or seeking employment with MoneyLogix
without regard to the prohibited grounds of discrimination as outlined under theOntario
Human Rights Codeor any
other applicable laws or regulations.  This policy applies to all
employment practices, including but not limited to, recruitment, selection,
compensation, benefits, promotions, training, transfers and
terminations.


2








b.    Harassment in the
Workplace





MoneyLogix is committed to providing a
work environment that is free of discrimination, harassment and reprisals and as
such has a zero tolerance policy for all forms of harassment.  It is
important to note that managing and/or coaching that includes counselling,
performance appraisal, work assignment and the implementation of disciplinary
action, is not a form of personal harassment and MoneyLogix’ policy does not
restrict a Manager’s responsibilities in this area.  However,
appropriate disciplinary measures will be taken against any employee found
guilty of harassment.





Harassment is broadly defined as any
unsolicited, unwelcome, disrespectful or offensive behaviour that has an
underlying sexual, ethnic or racial connotation. There are two main types of
harassment that may be defined as follows:




“Personal Harassment” is
broadly defined as verbal or physical conduct relating to a prohibited ground of
discrimination, when the conduct: (a) has the purpose or effect of creating an
intimidating, hostile or offensive working environment; (b) has the purpose or
effect of unreasonably interfering with an individual’s work performance; or (c)
otherwise adversely affects an individual’s employment
opportunities.  Some examples of conduct that may constitute
harassment include: slurs, jokes, cartoons, stereotypes, or statements based
upon another person’s sex, race, colour, creed, religion, national origin, age,
disability or sexual orientation.





“Sexual harassment” includes, but is not
limited to, unwelcome sexual advances, requests for sexual favours and other
verbal or physical conduct of a sexual nature when: (a) submission to such
conduct is made, either explicitly or implicitly, a term or condition of an
individual’s employment; (b) an individual’s submission to or rejection of such
conduct is used as a basis for an employment decision affecting that individual;
or (c) the purpose or the effect of such conduct is to substantially interfere
with the affected individual’s work performance or to create an intimidating,
hostile or offensive work environment.  Some examples of unwelcome
behaviour that can be construed as sexual harassment include, making unwelcome
sexual or romantic advances or propositions, sexually suggestive gestures,
sexual jokes, inappropriate touching, physical assault, requests for sexual
activity or reference to a person’s body parts.





If you believe that you are being
harassed, you are encouraged to ask the offending person that his/her behaviour
is unwelcome and request that the offensive behaviour stop
immediately.  You may also report the situation to your
Manager.  It is the responsibility of each Manager to ensure that
his/her work environment is free of harassment, solicitation and
reprisals.  The employee should keep a record and document all details
about the incidents (e.g., dates, times, locations, witnesses,
etc.).





All harassment complaints are taken
seriously and investigated.  MoneyLogix will protect the
confidentiality of those involved to an extent that is consistent with the need
to investigate and resolve any complaint.  Any offence will be
promptly and appropriately dealt with.  Regardless of the outcome of a
complaint made in good faith, an employee will be protected from any form of
retaliation by co-workers or your Manager.  However, any
frivolous/false complaints will be treated seriously and individuals making such
complaints will themselves be subject to discipline.





c.     Alcohol and Drug
Policy





It is
MoneyLogix’ policy to provide a safe, healthy and productive work environment
that is free from drugs and alcohol.  Therefore, the use, sale,
distribution, or possession of illegal narcotics, drugs, alcohol or controlled
substances by Company employees on Company premises is strictly
forbidden.  No employee may report to work or perform their duties
under the influence of alcohol, illegal drugs or unauthorized controlled
substances.  Violations of this policy can result in immediate
termination.  Any substances discovered will be turned over to
appropriate law enforcement authorities for future action.





d.    Privacy Policy





MoneyLogix
is committed to maintaining the
accuracy, confidentiality, security and privacy of client and employee personal
information consistent with legislative requirements.  Our policy
adopts the relevant sections of the federalPersonal Information
Protection and Electronic Documents Act ("PIPEDA")and the relevant sections of provincial
legislation.





The Policy applies to personal
information about MoneyLogix’ clients and employees that is collected, used, or
disclosed by MoneyLogix.  The Policy does not impose any limits on the
collection, use or disclosure of the following information by MoneyLogix
including:





·
            Client’s name, address and
      telephone number, when listed in a public, professional or business
      directory or available through directory
  assistance;


·
            An employee's name, title,
      business address or business telephone
  number;


3





·
            Other information about the client
      or employee that is publicly
available.





The Policy does not impose an obligation
to obtain consent to the collection, use or disclosure of employee personal
information, to the extent that the applicable provincial legislation does not
require consent.





e. Solicitation and
Distribution





In the
interests of avoiding awkward or embarrassing situations, MoneyLogix’ policy
does not permit employees to solicit other employees or distribute any
literature of any cause or organization during working time or on company
premises.  The distribution of literature includes the posting of
items on Company bulletin boards or other spaces provided by
MoneyLogix.  Information pertaining to illegal activities, commercial
ventures or political activities is not
permitted.   Non-employees may not come on the premises at any
time to solicit employees on behalf of any cause or organization or to
distribute to employees material of any kind for any purpose.





f.     Violence in the
Workplace





Safety is a priority for our employees
at MoneyLogix.  As such, MoneyLogix will make every effort to provide
a safe workplace free from all forms of verbal and physical
aggression.  All acts of violence by employees are taken very
seriously and will be dealt with appropriately.  Violence may be
defined as the deliberate and wrongful violation, damage or abuse (verbal or
physical) of other persons, self or property and includes threats of
violence.





3.      ENVIRONMENT, HEALTH AND
SAFETY





a.
              Environmental
      Policy





MoneyLogix supports activities to
promote the protection of the environment.  Compliance with all legal
and regulatory requirements is the minimum standard and environmental protection
is a critical management responsibility as well as the responsibility of every
employee and contractor within MoneyLogix.  The guidelines of our
environmental policy are as follows:





·
            Conduct all operations in
      compliance with laws, regulations and environmental
      standards;


·
            Eliminate the production of
      hazardous waste through cost effective
  initiatives;


·
            Reuse and/or recycle waste
      materials that cannot be eliminated rather than dispose of
      waste;


·
            Ensure that employees and
      contractors are aware of MoneyLogix’ emphasis on environmental issues
      through ongoing
communication.





b.
              Health and
      Safety Policy
Statement





The Management of MoneyLogix and all of
its employees are committed to protecting the health and safety of its employees
and the elimination of occupational illness and injuries at its work
site.  MoneyLogix will provide a working environment in compliance
with federal, provincial and municipal occupational health and safety
legislation, regulations and standards.  Safe work practices shall be
adhered to, by all employees at all times, as the safety and health of our
employees is of primary importance.





In order to meet our objectives, all
parties need to take responsibility for their own safety as well as the safety
of others.  The Board and Senior Management are ultimately responsible
and are committed to ensuring that all reasonable precautions will be taken on
behalf of all employees.  Management will make every reasonable effort
to provide and maintain a safe, healthy work environment and meet or exceed all
legislative requirements...  Employees are expected to take steps to
protect their own health and safety by working in compliance with legislation as
well as safe work practices established by MoneyLogix.  It is also
expected that all contractors, subcontractors and visitors to our site will
adhere to our policies and procedures pertaining to health and safety in order
to prevent work-related illnesses and injuries.





It is in the best interest of all
parties to consider health and safety in all their daily
activities.  In short, the commitment to health and safety must form
an integral part of our organization, from the Board to all staff
members.





4.      THIRD PARTY
RELATIONSHIPS





a.
              Business Ethics and
      Confidentiality





All employees, directors and officers
haveresponsibilities to
themselves, to customers and shareholders, and to our communities to conduct our
business ethically.  Our behaviour is extremely important in
protecting our corporate image and in conducting business
effectively.Management is committed to
ensuring that its employees, directors and officers demonstrate the highest
standards of ethics and integrity in all business practices both within and
outside MoneyLogix.Therefore, all employees are
expected to comply with laws and regulations governing the business, and to
comply with Company policies.


4





As an employee, director or officer of
MoneyLogix, you agree that all confidential information which you may acquire
during your employment with MoneyLogix shall be held by you in trust for the
benefit of MoneyLogix and that you will not disclose any confidential
information to any third party unless authorized to do so, or if required by
law. “Confidential Information”, as used in this policy, is defined as any
information which is generally not known by, or not generally made available by
MoneyLogix to, the public about or belonging to MoneyLogix and its subsidiaries
and/or other persons or companies to whom MoneyLogix may have an obligation to
maintain information in confidence.





b.
              Conflict of
      Interest





Employees, officers and directors are
required to act with honesty and integrity and to avoid any relationship or
activity that may create, or appear to create, a conflict between their personal
interests and the interests of MoneyLogix.  Employees, officers and
directors owe a primary business loyalty to MoneyLogix and it is important to
avoid engaging in any private/personal business interests which may conflict
with carrying out the duties and responsibilities of your
position.  Therefore, employees are expected to disclose promptly any
actual or potential conflicts of interest to their Manager, or if the Manager is
involved in the conflict of interest, to the Chairperson of MoneyLogix’
Governance Committee.  Officers and directors should disclose, in
writing any perceived conflicts to the Chairperson of the Governance
Committee.





Conflicts of interest arise where an
individual’s position or responsibilities with MoneyLogix present an opportunity
for personal gain apart from the normal rewards of employment, officership or
directorship, to the detriment of MoneyLogix.  They also arise where a
director or officer has a personal interest that is inconsistent with MoneyLogix
and creates conflicting loyalties.  Such conflicting loyalties can
cause a director, officer or employee to give preference to personal interests
in situations where corporate responsibilities should come
first.





Directors, officers and employees shall
not acquire any property, security or business interest which they know that
MoneyLogix is interested in acquiring.  Moreover, based on such
advance information, directors, officers and employees shall not acquire any
property, security or business interest for speculation or
investment.





c.
              Gifts and
      Entertainment





Employees, officers and directors or
their immediate families shall not use their position with MoneyLogix to solicit
any cash, gifts or free services from any Company customer, supplier or
contractor for their or their immediate families or friend’s personal
benefit.  Gifts or entertainment from others should not be accepted if
they could be reasonably considered to be extravagant for the employee, officer
or director, who receives it, or otherwise improperly influence MoneyLogix’
business relationship with or create an obligation to a customer, supplier or
contractor.  The following are guidelines regarding gifts and
entertainment:





·
            Nominal gifts and entertainment,
      such as logo items, pens, calendars, caps, shirts and mugs are
      acceptable.





·
            Reasonable invitations to
      business-related meetings, conventions, conferences or product training
      seminars may be accepted.





·
            Invitations to social, cultural or
      sporting events may be accepted if the cost is reasonable and your
      attendance serves a customary business purpose such as networking (e.g.
      meals, holiday parties and
tickets).





·
            Invitations to golfing, fishing,
      sports events or similar trips that are usual and customary for your
      position within MoneyLogix and the industry and promote good working
      relationships with customers and suppliers may be accepted provided, in
      the case of employees, they are approved in advance by your
      manager.





d.
              Competitive
      Practices





MoneyLogix firmly believes that fair
competition is fundamental to the continuation of the free enterprise
system.  MoneyLogix complies with and supports laws of all which
prohibit restraints of trade, unfair practices, or abuse of economic
power.


5





MoneyLogix will not enter into
arrangements that unlawfully restrict its ability to compete with other
businesses, or the ability of any other business organization to compete freely
with MoneyLogix.  Our policy also prohibits employees, officers, and
directors from entering into or discussing any unlawful arrangement or
understanding that may result in unfair business practices or anticompetitive
behaviour.





e.
              Supplier and Contractor
      Relationships





MoneyLogix selects its suppliers and
contractors in a non-discriminatory manner based on the quality, price, service,
delivery and supply of goods and services.  Your decision must never
be based on personal interests or the interests of family members or
friends.





Employees must inform their managers,
and officers and directors must inform the Chairperson of the Governance
Committee of any relationships that appear to create a conflict of
interest.





f.
              Public
      Relations





MoneyLogix’ Chief Executive Officer is
responsible for all public relations, including all contact with the media.
Unless you are specifically authorized to represent MoneyLogix to the media, you
may not respond to inquiries or requests for information.  This
includes newspapers, magazines, trade publications, radio and television as well
as any other external sources requesting information about
MoneyLogix.  If the media contacts you about any topic, immediately
refer the call to the Chief Executive Officer.





Employees must be careful not to
disclose confidential, personal or business information through public or casual
discussions to the media or others.





g.
              Government
      Relations





Employees, officers and directors may
participate in the political process as private citizens.  It is
important to separate personal political activity and MoneyLogix’ political
activities, if any, in order to comply with the appropriate rules and
regulations relating to lobbying or attempting to influence government
officials.  MoneyLogix’ political activities, if any, shall be subject
to the overall direction of the Board.  MoneyLogix will not reimburse
employees for money or personal time contributed to political
campaigns.  In addition, employees may not work on behalf of a
candidate’s campaign while at work or at any time use MoneyLogix’ facilities for
that purpose, unless approved by the Chairperson of the Governance
Committee.





No employee or officer may offer
improper payments when acting on behalf of MoneyLogix.





Company funds must not be used to make
payment or provide anything of value, directly or indirectly (through agents or
otherwise), in money, property, services or any other form to a government
official, political party or candidate for political office in consideration for
the recipient agreeing to:





1.
              exert influence to assist
      MoneyLogix in obtaining or retaining business or secure any advantage;
      or





2.
              Commit any act in violation of
      lawful duty or otherwise influence an official
  act.





If you are in doubt about the legitimacy
of a payment that you have been requested to make, refer such situations to the
Chairperson of the Governance Committee.





In addition, MoneyLogix, its employees,
officers and directors are strictly prohibited from attempting to influence any
person’s testimony in any manner whatsoever in courts of justice or any
administrative tribunals or other government bodies.





h.    Directorship





Employees of MoneyLogix who wish to be
appointed as directors or officers of any other corporate entity or
organization, public or private, shall initially disclose such appointment to
the Chief Executive Officer.  The Chief Executive Officer will
encourage directorships/officerships that are necessary for business purposes,
or for directorships/officerships with charitable organizations or other
entities that will further MoneyLogix’ profile in the
community.





5.      LEGAL COMPLIANCE





a.
              Compliance with Laws, Rules and
      Regulations (Including Insider Trading Laws and Timely
      disclosure)





Employees, officers, and directors are
expected to comply in good faith at all times with all applicable laws, rules
and regulations and behave in an ethical manner.  Employees, officers,
and directors are required to comply with MoneyLogix’ insider trading procedures
and all other policies and procedures applicable to them that are adopted by
MoneyLogix from time to time.


6





Employees, officers, and directors must
cooperate fully with those (including the Chief Financial Officer) responsible
for preparing reports filed with the securities regulatory authorities and all
other materials that are made available to the investing public to ensure those
persons are aware in a timely manner of all information that is required to be
disclosed.  Employees, officers and directors should also cooperate
fully with the independent auditors in their audits and in assisting in the
preparation of financial disclosure.





Senior officers of MoneyLogix must
comply with MoneyLogix’ policies on timely disclosure adopted from time to time
and provide full, fair, accurate, understandable and timely disclosure in
reports and documents filed with, or submitted to, securities regulatory
authorities and other materials that are made available to the investing
public.





6.    INFORMATION AND
RECORDS





a.
              Proprietary Information and Trade
      Secrets





Employees, officers and directors may be
exposed to certain information that is considered confidential by MoneyLogix, or
may be involved in the design or development of new procedures related to the
business of MoneyLogix.  All information and procedures whether or not
the subject of copyright or patent, are the sole property of
MoneyLogix.  Employees shall not disclose confidential information to
persons outside MoneyLogix, including family members, and should share it only
with other employees who have a “need to know”.





b.
              Financial Reporting and
      Records





MoneyLogix maintains a high standard of
accuracy and completeness in its financial records.  These records
serve as a basis for managing our business and are crucial for meeting
obligations to employees, customers, investors and others, as well as for
compliance with regulatory, tax, financial reporting and other legal
requirements.  Employees, officers, and directors who make entries
into business records or who issue regulatory or financial reports, have a
responsibility to fairly present all information in a truthful, accurate and
timely manner.  No employee, officer or director shall exert any
influence over, coerce, mislead or in any way manipulate or attempt to
manipulate the independent auditors of MoneyLogix.





c.
              Record
      Retention





MoneyLogix maintains all records in
accordance with laws and regulations regarding retention of business
records.  The term “business records” covers a broad range of files,
reports, business plans, receipts, policies and communications, including hard
copy, electronic, audio recording, microfiche and microfilm files whether
maintained at work or at home.  MoneyLogix prohibits the unauthorized
destruction of or tampering with any records, whether written or in electronic
form, where it has reason to know of a threatened or pending government
investigation or litigation relating to such records.





7.          COMPANY ASSETS





a. Breach of Trust





The importance of trust and confidence
in MoneyLogix is a key element in the growth of our business, the attainment of
Company objectives, and the potential for greater job stability.  If
there is damage or destruction to this trust and confidence, there is a
potential loss to the business. As a result, MoneyLogix’ policy regarding theft
by employees is as follows:





Any employee guilty of theft, attempted
theft or misappropriation of Company property, property belonging to others or
property belonging to a customer of MoneyLogix will be considered to be in
Breach of Trust and subject to discipline up to and including immediate
termination.  In addition, MoneyLogix will invoke the full process of
the law against any employee found to have committed theft, attempted theft or
misappropriation of Company property.





b. Intellectual Property of
others





Employees, officers and directors may
not reproduce, distribute or alter copyrighted materials without permission of
the copyright owner or its authorized agents.  Software used in
connection with MoneyLogix’ business must be properly licensed and used only in
accordance with that license.





c. E-Mail and Internet
Use





Every e-mail and Internet user at
MoneyLogix has a responsibility to respect other users, both at MoneyLogix and
on the Internet.  Therefore, MoneyLogix users are expected to act in a
responsible, ethical and legal manner, in accordance with Company Policy, Code
of Conduct, and all applicable federal and provincial
laws.


7





The MoneyLogix e-mail and Internet
system should be used solely for the purpose of conducting Company business, and
is not intended for personal use.  Employees are expected to use
common sense in using the e-mail and Internet.  When using the e-mail
or Internet system on Company time and/or Company premises, employees shall not
use the system for sending material that could reasonably be expected to be
discriminatory, sexist, defamatory, pornographic, threatening or otherwise
offensive in nature.  Browsing and/or downloading and/or forwarding of
offensive material from the Internet and e-mail are expressly
prohibited.




It is acknowledged that MoneyLogix has
the right to monitor or record an employee’s use of the e-mail or Internet
including capabilities to provide detailed reports for each user including sites
visited and the duration of each visit.




Any
violation of this policy will result in disciplinary action, up to and including
termination, as well as possible legal action to recover any damages MoneyLogix
may suffer.




REPORTING, WAIVER AND EFFECT OF
VIOLATIONS





Compliance with this MoneyLogix Code of
Business Conduct and Ethics is, first and foremost, the individual
responsibility of every director, officer and employee.  We attempt to
foster a work environment in which ethical issues and concerns may be raised and
discussed with supervisors or with others without the fear of
retribution.  It is our responsibility to provide a system of
reporting and access when you wish to report a suspected violation, or to seek
counselling, and the normal chain of command cannot, for whatever reason, be
used.





Administration





Our Board of Directors and Governance
Committee have established the standards of business conduct contained in this
Code and oversee compliance with this Code.  Additionally, we have
appointed MoneyLogix’ Chief Financial Officer and Corporate Secretary, Gary
Cilevitz, to serve as the MoneyLogix Ethics Officer to ensure adherence to the
Code.  While serving in this capacity, the MoneyLogix Ethics Officer
reports directly to the Board of Directors.





Training on this Code will be included
in the orientation of new employees and provided to existing directors,
officers, and employees on an on-going basis.  To ensure familiarity
with the Code, directors, officers, and employees will be asked to read the Code
and sign a Compliance Certificate annually.





Reporting Violations and
Questions





Directors, officers, and employees must
report, in person or in writing, any known or suspected violations of laws,
governmental regulations or this Code to either the MoneyLogix Ethics Officer or
the Chair of the Governance Committee.  Additionally, directors,
officers, and employees may contact the MoneyLogix Ethics Officer or the
Governance Committee with any questions or concerns about this Code or a
business practice.  Any questions or violation reports will be
addressed immediately and seriously, and can be made anonymously.  If
you feel uncomfortable reporting suspected violations to these individuals, you
may report to Mr. Jacklin, our counsel at Anslow and Jacklin at 195 Route 9
South, Suite 204 Manapalan New Jersey, USA 07726.  Mr. Jacklin may be
reached at (732) 409-1212.





We will not allow any harassment,
retaliation or any type of discrimination against a director, officer or
employee who acts in good faith in reporting any violation.





Our MoneyLogix Ethics Officer will
investigate any reported violations and will determine an appropriate response,
including corrective action and preventative measures, involving the Governance
Committee or Chief Executive Officer when required.  All reports will
be treated confidentially to every extent possible, consistent with the need to
conduct an adequate investigation.  All complaints, results of
investigations, if any, and reports will be retained for seven
years.





Consequences of a
Violation





Directors, officers and employees that
violate any laws, governmental regulations or this Code will face appropriate,
case specific disciplinary action, which may include demotion or immediate
discharge.  In addition, violation of any laws, governmental
regulations or this Code could result in public disclosure of such violations
including, without limitation, the names of the parties
involved.





Requests for Waivers





Requests for waivers from this Code must
be delivered to the MoneyLogix Ethics Officer or the Governance Committee,
together with a summary of all relevant facts and
circumstances.  Waivers with respect to directors and officers may
only be granted by MoneyLogix’ Board of Directors.  Waivers with
respect to non-officer employees may be granted by the MoneyLogix Ethics
Officer.  The director, officer or employee to whom a waiver is
granted accepts that public disclosure of the granting of any such waiver may be
required by applicable securities laws, regulations, policies or guidelines
(including those of a stock exchange on which the MoneyLogix’ stock may be
listed).


8





COMPLIANCE
CERTIFICATE





I have read and understand the Code of
Business Conduct and Ethics of MoneyLogix Group, Inc. (the “Code”).  I
will adhere in all respects to the ethical standards described in the
Code.  I further confirm my understanding that any violation of the
Code will subject me to appropriate disciplinary action, which may include
demotion or termination.





Furthermore, I certify to MoneyLogix
Group, Inc. that I am not in violation of the Code, unless I have noted such
violation in a signed Statement of Exceptions attached to this Compliance
Certificate.





Date:


Signature:


Name:


Title/Position:


Check one of the
following:





o
            A statement of Exceptions is
      attached.





o
            No Statement of Exceptions is
      attached.


9