ALPHA WIRELESS BROADBAND INC.
                       CODE OF BUSINESS CONDUCT AND ETHICS

                     (AS APPROVED BY THE BOARD OF DIRECTORS)

THIS  CODE  APPLIES  TO  EVERY  DIRECTOR, OFFICER (INCLUDING THE CHIEF EXECUTIVE
OFFICER,  CHIEF  FINANCIAL OFFICER AND CHIEF ACCOUNTING OFFICER), AND EMPLOYEE &
CERTAIN  OUTSIDE  ADVISORS  &  CONSULTANTS  OF  THE  "COMPANY".

To  further  the  Company's fundamental principles of honesty, loyalty, fairness
and  forthrightness,  the  board of directors of the Company (the "BOARD :") has
established  and adopted this Code of Business Conduct and Ethics (this "CODE").

This  Code strives to deter wrongdoing and promote the following six objectives:

     -  honest  and  ethical  conduct;

     -  avoidance  of  conflicts  of  interest;

     -  full,  fair,  accurate,  timely  and  transparent  disclosure;

     -  compliance  with applicable government and self-regulatory  organization
laws,  rules  and  regulations;

     -  prompt  internal  reporting  of  Code  violations;  and

     -  accountability  for  compliance  with  the  Code.

Below,  we  discuss  situations  that  require  application  of  our fundamental
principles  and  promotion of our objectives. If you believe there is a conflict
between  this  Code and a specific procedure, please consult the Company's board
of  directors  for  guidance.

Each  of our directors, officers and employees & outside consultants/advisors is
expected  to:

 -  understand the requirements of your position, including Company expectations
and  governmental            rules  and regulations that apply to your position;

     -  comply  with  this  Code and all applicable laws, rules and regulations;

     -  report  any  violation  of  this  Code  of  which  you become aware; and

     -  be  accountable  for  complying  with  this  Code.

ETHICS  ADMINISTRATOR

All  matters  concerning  this  Code  shall  be heard by the board of directors.

ACCOUNTING  POLICIES

The  Company will make and keep books, records and accounts, which in reasonable
detail  accurately  and  fairly  present  the  Company's  transactions.

All  directors,  officers,  employees  and  other  persons  are  prohibited from
directly  or  indirectly  falsifying  or  causing  to be false or misleading any
financial  or  accounting  book, record or account. You and others are expressly
prohibited  from  directly  or  indirectly  manipulating  an  audit,  and  from
destroying  or  tampering  with any record, document or tangible object with the
intent  to  obstruct  a  pending  or  contemplated  audit,  review  or  federal
investigation.  The  commission of, or participation in, one of these prohibited
activities  or  other  illegal conduct will subject you to federal penalties, as
well  as  to  punishment,  up  to  and  including  termination  of  employment.


<PAGE>

No  director, officer or employee of the Company may directly or indirectly make
or  cause  to  be  made  a  materially false or misleading statement, or omit to
state,  or cause another person to omit to state, any material fact necessary to
make  statements  made not misleading, in connection with the audit of financial
statements  by independent  accountants, the preparation of any required reports
whether by independent or internal accountants, or any other work which involves
or  relates  to  the  filing  of  a  document  with  the Securities and Exchange
Commission  ("SEC").

AMENDMENTS  AND  MODIFICATIONS  OF  THIS  CODE

There shall be no amendment or modification to this Code except upon approval by
the  board  of  directors.

In case of any amendment or modification of this Code that applies to an officer
or director of the Company, the amendment or modification shall be posted on the
Company's  website  within  two  days  of  the  board vote or shall be otherwise
disclosed  as  required  by applicable law or the rules of any stock exchange or
market  on  which the Company's securities are listed for trading. Notice posted
on  the  website  shall  remain there for a period of twelve months and shall be
retained  in  the  Company's  files  as  required  by  law.

ANTI-BOYCOTT  AND  U.S.  SANCTIONS  LAWS

The  Company  must  comply  with  anti-boycott  laws of the United States, which
prohibit  it  from participating in, and require us to report to the authorities
any  request  to  participate  in, a boycott of a country or businesses within a
country.  If  you  receive such a request, report it to your immediate superior,
our  CEO,  or to the chairman of the board of directors. We will also not engage
in  business with any government, entity, organization or individual where doing
so  is  prohibited  by  applicable  laws.

ANTITRUST  AND  FAIR  COMPETITION  LAWS

The  purpose  of antitrust laws of the United States and most other countries is
to  provide  a  level  playing field to economic competitors and to promote fair
competition. No director, officer or employee, under any circumstances or in any
context,  may  enter  into  any  understanding  or agreement, whether express or
implied,  formal  or  informal,  written  or  oral,  with an actual or potential
competitor,  which  would  illegally limit or restrict in any way either party's
actions,  including  the  offers  of  either  party  to  any  third  party. This
prohibition  includes  any  action relating to prices, costs, profits, products,
services,  terms  or  conditions  of  sale, market share or customer or supplier
classification  or  selection.

It  is  our policy to comply with all U.S. antitrust laws. This policy is not to
be  compromised  or  qualified by anyone acting for or on behalf of our Company.
You  must  understand  and  comply with the antitrust laws as they may bear upon
your  activities  and  decisions.  Anti-competitive  behavior  in  violation  of
antitrust  laws  can  result  in  criminal  penalties,  both for you and for the
Company.  Accordingly,  any question regarding compliance with antitrust laws or
your  responsibilities  under  this  policy  should  be  directed  to our CEO or
the  chairman  of  the  board of directors, who may then direct you to our legal
counsel.  Any director, officer or employee found to have knowingly participated
in  violating  the  antitrust laws will be subject to disciplinary action, up to
and  including  termination  of  employment.

Below  are  some  scenarios  that  are  prohibited  and  scenarios that could be
prohibited  for antitrust reasons. These scenarios are not an exhaustive list of
all  prohibited  and possibly prohibited antitrust conduct. Again, when in doubt
about  any  situation,  whether it is discussed below or not, you should consult
with  our CEO or the chairman of the board of directors, who may then direct you
to  our  legal  counsel.

The  following  scenarios  are  prohibited  for  antitrust  or  anti-competition
reasons:

-  proposals  or  agreements  or  understanding-express  or  implied,  formal or
informal,  written  or  oral-with       any  competitor regarding  any aspect of
competition  between the Company and the competitor  for sales to third parties;

-  proposals  or  agreements or understanding with customers which  restrict the
price or other terms at which the customer may  resell or lease any product to a
third  party;  or


<PAGE>

-  proposals  or  agreements or understanding with suppliers which  restrict the
price  or  other  terms  at which the Company may resell or lease any product or
service  to  a  third  party.

The  following  business  arrangements could raise anti-competition or antitrust
law  issues.  Before  entering  into  them, you must consult with our CEO or the
chairman  of  the  board  of  directors,  who  may  then  direct
you  to  our  legal  counsel:

 -  exclusive  arrangements  for  the  purchase or sale of products or services;

 -  bundling  of  goods  and  services;

 -  technology licensing agreements that restrict the freedom of the licensee or
licensor;  or

 -  agreements  to  add an employee of the Company to another entity's  board of
Directors.

BRIBERY

You  are  strictly  forbidden  from  offering, promising or giving money, gifts,
loans,  rewards,  favors  or  anything  of  value  to any governmental official,
employee,  agent  or  other  intermediary  (either  inside or outside the United
States) which is prohibited by law. Those paying a bribe may subject the Company
and  themselves  to  civil  and criminal penalties. When dealing with government
customers  or  officials, no improper payments will be tolerated. If you receive
any  offer  of money or gifts that is intended to influence a business decision,
it  should  be reported to your supervisor, our CEO or the chairman of the board
of  directors  immediately.

The  Company prohibits improper payments in all of its activities, whether these
activities  are  with  governments  or  in  the  private  sector.

COMPLIANCE  WITH  LAWS,  RULES  AND  REGULATIONS

The  Company's  goal  and  intention  is  to  comply  with  the  laws, rules and
regulations by which we are governed. In fact, we strive to comply not only with
requirements  of  the  law  but  also  with recognized compliance practices. All
illegal  activities  or  illegal  conduct are prohibited whether or not they are
specifically  set  forth  in  this  Code.

Where  law  does  not  govern  a  situation  or  where  the  law  is  unclear or
conflicting,  you  should discuss the situation with your supervisor, our CEO or
the  chairman  of  the  board of directors, who may then direct you to our legal
counsel.  Business  should  always be conducted in a fair and forthright manner.
Directors,  officers and employees are expected to act according to high ethical
standards.

COMPUTER  AND  INFORMATION  SYSTEMS

For  business  purposes,  officers  and  employees  are  provided telephones and
computer  workstations  and  software,  including  network  access  to computing
systems such as the Internet and e-mail, to improve personal productivity and to
efficiently  manage proprietary information in a secure and reliable manner. You
must  obtain  the  permission  from  your  supervisor  or our CEO to install any
software  on  any Company computer or connect any personal laptop to the Company
network.  As  with  other  equipment  and  assets  of  the  Company, we are each
responsible for the appropriate use of these assets. Except for limited personal
use  of the Company's telephones and computer/e-mail, such equipment may be used
only  for business purposes. Officers and employees should not expect a right to
privacy  of their e-mail or Internet use. All e-mails or Internet use on Company
equipment  is  subject  to  monitoring  by  the  Company.

CONFIDENTIAL  INFORMATION  BELONGING  TO  OTHERS

You  must respect the confidentiality of information, including, but not limited
to, trade secrets and other information given in confidence by others, including
but  not  limited to partners, suppliers, contractors, competitors or customers,
just  as  we  protect  our  own  confidential  information.  However,  certain
restrictions  about  the information of others may place an unfair burden on the
Company's  future  business.  For that reason, directors, officers and employees
should  coordinate  with  your  supervisor  or  the  CEO  to  ensure appropriate
agreements  are  in  place  prior  to  receiving  any  confidential  third-party


<PAGE>

information. In addition, any confidential information that you may possess from
an  outside  source,  such  as  a  previous  employer, must not, so long as such
information  remains  confidential,  be  disclosed  to  or  used by the Company.
Unsolicited confidential information submitted to the Company should be refused,
returned to the sender where possible and deleted, if received via the Internet.

CONFIDENTIAL  AND  PROPRIETARY  INFORMATION

It  is  the  Company's  policy  to  ensure  that  all operations, activities and
business  affairs  of  the  Company  and  our  business  associates  are  kept
confidential  to the greatest extent possible. Confidential information includes
all non-public information that might be of use to competitors, or that might be
harmful  to  the  Company  or  its  customers  if  disclosed.  Confidential  and
proprietary  information about the Company or its business associates belongs to
the  Company,  must  be  treated  with  strictest  confidence  and  is not to be
disclosed  or  discussed  with  others.

Unless  otherwise agreed to in writing, confidential and proprietary information
includes  any  and all methods, inventions, improvements or discoveries, whether
or  not  patentable  or  copyrightable,  and  any other information of a similar
nature  disclosed  to  the  directors,  officers  or employees of the Company or
otherwise made known to the Company as a consequence of or through employment or
association  with the Company (including information originated by the director,
officer  or  employee).  This  can  include,  but is not limited to, information
regarding the Company's business, products, processes, and services. It also can
include  information  relating  to  research,  development,  inventions,  trade
secrets, intellectual property of any type or description, data, business plans,
marketing  strategies,  engineering,  contract  negotiations,  contents  of  the
Company  intranet  and  business  methods  or  practices.

The  following  are examples of information that is not considered confidential:

     -  information  that  is  in  the public domain to the extent it is readily
available;

     -  information  that  becomes  generally known to the public other than  by
disclosure  by  the  Company  or  a  director,  officer  or  employee;  or

     - information you receive from a party that is under no legal obligation of
confidentiality  with  the  Company  with  respect  to  such  information.

We  have  exclusive  property  rights  to  all  confidential  and  proprietary
information  regarding  the Company or our business associates. The unauthorized
disclosure  of  this information could destroy its value to the Company and give
others  an  unfair  advantage.  You  are  responsible  for  safeguarding Company
information and complying with established security controls and procedures. All
documents,  records,  notebooks,  notes,  memoranda  and similar repositories of
information  containing  information  of  a secret, proprietary, confidential or
generally  undisclosed  nature  relating  to  the  Company or our operations and
activities  made  or  compiled  by  the  director,  officer  or employee or made
available  to  you  prior  to  or  during  the term of your association with the
Company,  including  any  copies thereof, unless otherwise agreed to in writing,
belong  to  the Company and shall be held by you in trust solely for the benefit
of  the Company, and shall be delivered to the Company by you on the termination
of  your  association  with  us  or  at  any  other  time  we  request.

OF  INTEREST

Conflicts  of  interest  can  arise in virtually every area of our operations. A
"conflict  of  interest"  exists  whenever  an  individual's  private  interests
interfere  or conflict in any way (or even appear to interfere or conflict) with
the  interests of the Company. We must strive to avoid conflicts of interest. We
must  each  make  decisions  solely  in  the  best  interest of the Company. Any
business,  financial  or  other  relationship  with  suppliers,  customers  or
competitors  that  might impair or appear to impair the exercise of our judgment
solely  for  the  benefit  of  the  Company  is  prohibited.

Here  are  some  examples  of  conflicts  of  interest:


<PAGE>

 FAMILY  MEMBERS--Actions  of  family members may create a conflict of interest.
 ---------------
For example, gifts to family members by a supplier of the Company are considered
gifts  to  you  and  must  be  reported.  Doing  business  for  the Company with
organizations  where  your  family members are employed or that are partially or
fully  owned  by  your family members or close friends may create a  conflict or
the  appearance  of  a  conflict  of interest. For purposes of this Code "family
members"  includes  any  child,  stepchild,  grandchild,  parent,  stepparent,
grandparent,  spouse,  sibling,  mother-in-law,  father-in-law,  son-in-law,
daughter-in-  law,  brother-in-law or sister-in-law, and adoptive relationships.

GIFTS, ENTERTAINMENT, LOANS, OR OTHER FAVORS--Directors, officers  and employees
--------------------------------------------
shall  not  seek  or  accept personal gain, directly or  indirectly, from anyone
soliciting business from, or doing        business with the Company, or from any
person  or  entity in  competition with us.  Examples of such personal gains are
gifts,  non-business-related trips, gratuities, favors, loans, and guarantees of
loans,  excessive  entertainment  or rewards. However, you may accept gifts of a
nominal  value.  Other  than  common  business  courtesies, directors, officers,
employees and  independent contractors must not offer or provide anything to any
person  or  organization  for  the  purpose  of  influencing  the  person  or
organization  in  their  business  relationship  with  us.

Directors,  officers  and  employees  are  expected  to  deal  with  advisors or
suppliers  who  best  serve  the  needs  of the Company as to price, quality and
service  in  making  decisions  concerning  the  use  or  purchase of materials,
equipment,  property  or services. Directors, officers and employees who use the
Company's advisors, suppliers or contractors in a personal capacity are expected
to  pay  market  value  for  materials  and  services  provided.

OUTSIDE  EMPLOYMENT--Officers  and  employees  may  not  participate in  outside
-------------------
employment,  self  employment,  or  serve  as  officers,  directors, partners or
consultants  for  outside  organizations,  if  such  activity:

     -  reduces  work  efficiency;

     -  interferes  with  your  ability  to  act  conscientiously  in  our  best
interest;  or

     - requires you to utilize our proprietary or confidential procedures, plans
or  techniques.

You  must inform your supervisor or the CEO of any outside employment, including
the  employer's  name  and  expected  work  hours.

You  should  report  any  actual  or  potential  conflict  of interest involving
yourself  or  others  of  which  you become aware to your supervisor or our CEO.
Officers  and  directors  should  report  any  actual  or  potential conflict of
interest  involving yourself or others of which you become aware to the chairman
of  the  board  of  directors.

CORPORATE  OPPORTUNITIES  AND  USE  AND  PROTECTION  OF  COMPANY  ASSETS

You  are  prohibited  from:

     -  taking  for  yourself,  personally,  opportunities  that  are discovered
through  the  use  of  Company  property,    information  or  position;

     -  using  Company  property,  information or position for personal gain; or

     -  competing  with  the  Company.

You  have  a  duty  to  the Company to advance its legitimate interests when the
opportunity  to  do  so  arises.

You  are  personally  responsible  and accountable for the proper expenditure of
Company  funds,  including  money  spent  for  travel  expenses  or for customer
entertainment.  You  are  also  responsible  for the proper use of property over
which  you  have control, including both Company property and funds and property
that  customers or others have entrusted to your custody. Company assets must be
used  only  for  proper  purposes.


<PAGE>

Company property should not be misused. Company property may not be sold, loaned
or  given  away  regardless of condition or value, without proper authorization.
Each  director,  officer  and  employee  should
protect our assets and ensure their efficient use. Theft, carelessness and waste
have  a  direct  impact on the Company's profitability. Company assets should be
used  only  for  legitimate  business  purposes.

DISCIPLINE  FOR  NONCOMPLIANCE  WITH  THIS  CODE

Disciplinary  actions  for  violations  of this Code can include oral or written
reprimands, suspension or termination of employment or a potential civil lawsuit
against  you. The violation of laws, rules or regulations, which can subject the
Company  to  fines and other penalties, may result in your criminal prosecution.

DISCLOSURE  POLICIES  AND  CONTROLS

The  continuing excellence of the Company's reputation depends upon our full and
complete  disclosure  of important information about the Company that is used in
the  securities  marketplace.  Our  financial  and non financial disclosures and
filings  with the SEC must be transparent, accurate and timely. Proper reporting
of  reliable,  truthful  and accurate information is a complex process involving
cooperation  between many departments and disciplines. We must all work together
to  insure  that reliable, truthful and accurate information is disclosed to the
public.

The Company must disclose to the SEC, current security holders and the investing
public  information that is required, and any additional information that may be
necessary  to  ensure the required disclosures are not misleading or inaccurate.
The  Company  requires  you  to  participate in the disclosure process, which is
overseen  by our CEO and principal accounting officer. The disclosure process is
designed  to  record,  process,  summarize  and  report  material information as
required  by  all  applicable  laws, rules and regulations. Participation in the
disclosure  process  is  a requirement of a public company, and full cooperation
and  participation  by  our CEO, principal accounting officer and, upon request,
other  employees  in  the  disclosure  process  is  a  requirement of this Code.

Officers  and employees must fully comply with their disclosure responsibilities
in  an  accurate  and  timely  manner  or  be subject to discipline of up to and
including  termination  of  employment.

ENVIRONMENT,  HEALTH  AND  SAFETY

The  Company  is committed to managing and operating our assets in a manner that
is  protective  of human health and safety and the environment. It is our policy
to  comply,  in  all  material  respects,  with  applicable  health,  safety and
environmental  laws  and  regulations.  Each employee is also expected to comply
with  our  policies,  programs,  standards  and  procedures.

FILING  OF  GOVERNMENT  REPORTS

Any  reports or information provided, on our behalf, to federal, state, local or
foreign  governments  should  be  true,  complete  and  accurate.  Any omission,
misstatement  or  lack of attention to detail could result in a violation of the
reporting  laws,  rules  and  regulations.

FOREIGN  CORRUPT  PRACTICES  ACT

The  United  States  Foreign  Corrupt Practices Act prohibits giving anything of
value,  directly  or  indirectly,  to  foreign  government  officials or foreign
political candidates in order to obtain, retain or direct business. Accordingly,
corporate  funds,  property  or  anything  of  value  may  not  be,  directly or
indirectly,  offered  or  given  by  you  or an agent acting on our behalf, to a
foreign  official,  foreign political party or official thereof or any candidate
for  a  foreign  political  office  for  the  purpose  of influencing any act or
decision  of such foreign person or inducing such person to use his influence or
in order to assist in obtaining or retaining business for, or directing business
to,  any  person.


<PAGE>

You are also prohibited from offering or paying anything of value to any foreign
person  if  it  is  known  or there is a reason to know that all or part of such
payment  will be used for the above-described prohibited actions. This provision
includes situations when intermediaries, such as affiliates, or agents, are used
to  channel  payoffs  to  foreign  officials.

INSIDER  TRADING  OR  TIPPING

Directors,  officers  and  employees  who  are  aware  of  material,  non-public
information  from  or  about  the  Company  (an  "INSIDER"),  are not permitted,
directly  or  through  family  members  or  other  persons  or
entities,  to:

     -  buy  or  sell securities (or derivatives relating to such securities) of
the  Company;  or

 -  pass  on,  tip or disclose material, nonpublic information to others outside
the  Company  including  family  and  friends.

Such  buying,  selling or trading of securities may be punished by discipline of
up  to  and  including  termination  of  employment; civil actions, resulting in
penalties  of  up  to three times the amount of profit gained or loss avoided by
the  inside trade or stock tip, or criminal actions, resulting in fines and jail
time.

Examples  of information that may be considered material, non-public information
in  some  circumstances  are:

  -  undisclosed  annual,  quarterly  or monthly financial results, a  change in
earnings  or  earnings         projections,  or  unexpected  or unusual gains or
losses  in  major  operations;

     -  undisclosed  negotiations and agreements regarding mergers, concessions,
joint  ventures,  acquisitions,  divestitures,  business  combinations or tender
offers;

     -  undisclosed  major  management  changes;

     -  a  substantial contract award or termination that has not been  publicly
disclosed;

     -  a  major  lawsuit  or  claim  that  has  not  been  publicly  disclosed;

     - the gain or loss of a significant customer or supplier that has  not been
publicly  disclosed;

     -  an  undisclosed  filing  of  a  bankruptcy  petition  by  the  Company;

     -  information  that  is  considered  confidential;  and

     -  any  other  undisclosed  information  that could affect our stock price.

The same policy also applies to securities issued by another company if you have
acquired  material, nonpublic information relating to such company in the course
of  your  employment  or  affiliation  with  the  Company.

When  material  information  has  been  publicly  disclosed,  each  insider must
continue  to refrain from buying or selling the securities in question until the
third business day after the information has been publicly released to allow the
markets  time  to  absorb  the  information.

INTELLECTUAL  PROPERTY:  PATENTS,  COPYRIGHTS  AND  TRADEMARKS

Except  as  otherwise agreed to in writing between the Company and an officer or
employee, all intellectual property you conceive or develop during the course of
your  employment  shall  be  the  sole  property  of  the
Company.  The  term  intellectual  property  includes  any invention, discovery,
concept,  idea,  or  writing  whether protectable or not by any United States or
foreign  copyright,  trademark,  patent,  or  common  law
including,  but  not  limited  to  designs,  materials,  compositions of matter,
machines,  manufactures,  processes,  improvements,  data,  computer  software,
writings,  formula,  techniques,  know-how,  methods,  as  well  as improvements
thereof  or  know-how  related  thereto  concerning  any  past,  present,  or
prospective  activities  of  the  Company.  Officers and employees must promptly
disclose  in  writing  to  the  Company  any  intellectual property developed or
conceived  either solely or with others during the course of your employment and


<PAGE>

must  render  any  and  all  aid  and  assistance, at our expense, to secure the
appropriate  patent,  copyright,  or  trademark protection for such intellectual
property. Copyright laws may protect items posted on a website. Unless a website
grants  permission  to download the Internet content you generally only have the
legal  right  to view the content. If you do not have permission to download and
distribute  specific  website  content you should contact your supervisor or our
CEO,  who  may  refer  you  to  our  legal  counsel.

If you are unclear as to the application of this Intellectual Property Policy or
if  questions  arise,  please  consult  with your supervisor or our CEO, who may
refer  you  to  our  legal  counsel.

INVESTOR  RELATIONS  AND  PUBLIC  AFFAIRS

It is very important that the information disseminated about the Company be both
accurate  and consistent. For this reason, all matters relating to the Company's
internal and external communications are handled by our CEO (or, if retained for
such  purpose,  a  public  relations consultant). Our CEO (or a public relations
consultant  retained  by  the  Company)  is  solely  responsible  for  public
communications  with  shareholders, analysts and other interested members of the
financial  community.  Our  CEO  (or public relations consultant retained by the
Company) is also solely responsible for our marketing and advertising activities
and  communication  with  employees, the media, local communities and government
officials.  Our  CEO  serves  as  the Company's spokesperson in both routine and
crisis  situations.

We  will  not  allow  retaliation  against  an employee for reporting a possible
violation  of  this  Code  in  good  faith.  Retaliation for reporting a federal
offense is illegal under federal law and prohibited under this Code. Retaliation
for  reporting any violation of a law, rule or regulation or a provision of this
Code  is  prohibited.
Retaliation  will  result  in  discipline,  up  to  and including termination of
employment, and may also result in criminal prosecution. However, if a reporting
individual was involved in improper activity the individual may be appropriately
disciplined  even  if  he  or  she  was  the one who disclosed the matter to the
Company.  In  these  circumstances, we may consider the conduct of the reporting
individual  in  reporting  the  information  as  a  mitigating  factor  in  any
disciplinary  decision.

POLITICAL  CONTRIBUTIONS

You  must  refrain  from  making  any use of Company, personal or other funds or
resources  on  behalf  of  the Company for political or other purposes which are
improper  or prohibited by the applicable federal, state, local or foreign laws,
rules  or  regulations. Company contributions or expenditures in connection with
election  campaigns  will  be  permitted  only to the extent allowed by federal,
state,  local  or  foreign  election  laws,  rules  and  regulations.

You  are encouraged to participate actively in the political process. We believe
that  individual  participation is a continuing responsibility of those who live
in  a  free  country.

PROHIBITED  SUBSTANCES

We  have  policies  prohibiting  the  use  of  alcohol,  illegal  drugs or other
prohibited  items,  including  legal  drugs  which affect the ability to perform
one's  work duties, while on Company premises. We alsoprohibit the possession or
use of alcoholic beverages, firearms, weapons or explosives on our property. You
are  also prohibited from reporting to work while under the influence of alcohol
or illegal drugs. We reserve the right to perform pre-employment and random drug
testing  on  employees,  as  permitted  by  law.

RECORD  RETENTION

The  alteration,  destruction or falsification of corporate documents or records
may  constitute a criminal act. Destroying or altering documents with the intent
to  obstruct  a  pending  or  anticipated  official  government  proceeding is a
criminal  act  and could result in large fines and a prison sentence of up to 20
years.  Document  destruction or falsification in other contexts can result in a
violation  of  the  federal  securities laws or the obstruction of justice laws.


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REPORTING  VIOLATIONS  OF  THIS  CODE

You  should  be  alert  and sensitive to situations that could result in actions
that might violate federal, state, or local laws or the standards of conduct set
forth in this Code. If you believe your own conduct or that of a fellow employee
may  have  violated any such laws or this Code, you have an obligation to report
the  matter.

Generally,  you  should  raise  such matters first with an immediate supervisor.
However,  if  you are not comfortable bringing the matter up with your immediate
supervisor,  or  do  not  believe  the  supervisor  has
dealt  with  the  matter properly, then you should raise the matter with our CEO
who  may,  if  a  law,  rule or regulation is in question, then refer you to our
legal  counsel.  The  most important point is that possible violations should be
reported  and  we  support  all  means  of  reporting  them.

Directors  and  officers  should report any potential violations of this Code to
the  chairman  of  the  board  of  directors  or  to  our  legal  counsel.

WAIVERS

There  shall  be  no waiver of any part of this Code for any director or officer
except  by  a  vote  of the board of directors. In case a waiver of this Code is
granted  to  a director or officer, the notice of such waiver shall be posted on
our website within five days of the Board's vote or shall be otherwise disclosed
as  required  by  applicable law or the rules of any stock exchange or market on
which  the  Company's  securities  are listed for trading. Notices posted on our
website  shall  remain  there for a period of 12 months and shall be retained in
our  files  as  required  by  law.

CONCLUSION

This  Code  is  an  attempt  to  point  all  of  us  at the Company in the right
direction,  but  no document can achieve the level of principled compliance that
we  are  seeking.  In  reality, each of us must strive every day to maintain our
awareness  of  these issues and to comply with the Code's principles to the best
of  our  abilities.  Before  we  take  an  action, we must always ask ourselves:

     -  Does  it  feel  right?

     -  Is  this  action  ethical  in  every  way?

     -  Is  this  action  in  compliance  with  the  law?

     -  Could  my  action  create  an  appearance  of  impropriety?

     - Am I trying to fool anyone, including myself, about the propriety of this
action?

If  an  action  would  elicit the wrong answer to any of these questions, do not
take it. We cannot expect perfection, but we do expect good faith. If you act in
bad  faith  or  fail  to  report illegal or unethical behavior, then you will be
subject  to disciplinary procedures. We hope that you agree that the best course
of  action  is  to  be  honest,  forthright  and  loyal  at  all  times.


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