EXHIBIT 14.1


                       CODE OF BUSINESS CONDUCT AND ETHICS
                                       FOR
                          ALTRIMEGA HEALTH CORPORATION


Introduction

      Altrimega  Health  Corporation (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.


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.

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      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:

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

      o     supplies products or services to the Company; or

      o     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.

      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
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 12.

      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.

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      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 the Code has been  violated  by an employee  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:

                        John W. Gandy
                        Chief Executive Officer
                        4702 Oleander Drive, Suite 200
                        Myrtle Beach, South Carolina 29577
                        (843) 497-7028
                        jwgandy@sc.rr.com


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.

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                             POLICY STATEMENT ON THE
               PREVENTION OF INSIDER TRADING, SELECTIVE DISCLOSURE
              AND RELATED MATTERS FOR ALTRIMEGA HEALTH CORPORATION


    This Policy Statement Is Applicable To All Directors, Officers, Employees
               And Consultants Of The Company And Its Subsidiaries

      In the course of their  employment  with or other  relationship(s)  to the
Company and/or its  subsidiaries  (collectively,  the "Company"),  the Company's
directors, officers, other employees and consultants may come into possession of
confidential  and  highly  sensitive  information  that  is not  publicly  known
concerning the Company,  as well as its customers,  or other  corporations  with
which the Company has contractual and/or other significant  relationships.  Much
of this information,  if and when disclosed,  has the potential to significantly
affect the market price and trading  volume of securities of the Company or such
other corporations.

      Federal  securities  laws impose  onerous civil and criminal  penalties on
persons who, in connection with a purchase or sale of securities, improperly use
or disclose material  non-public  information about the issuer.  This conduct is
often referred to as "insider trading".  The purpose of this Policy Statement is
both to inform you of your legal  responsibilities  in this area and to warn you
that the misuse by you of  sensitive  information  is contrary to the  Company's
express policy and will be dealt with severely by us.

      Insider trading is a crime under Federal law, punishable by criminal fines
of up to $5 million and twenty (20) years in jail for individuals.  In addition,
the Securities and Exchange  Commission (the "SEC") may seek the imposition of a
civil  penalty of up to three (3) times the profits made or losses  avoided from
such  trading.(1)  Insider traders may also be compelled to disgorge any profits
made,  and are often  subjected  to an  injunction  against  future  violations.
Finally,  under some circumstances,  insider traders may additionally be subject
to civil liability in private lawsuits.

      Employers and other controlling persons (including  supervisory personnel)
are also at risk  under  Federal  securities  laws for the  unlawful  actions of
others.  Controlling  persons  face  civil  penalties  of the  greater  of up to
$1,000,000  or three (3) times the profits made or losses  avoided by the trader
and a criminal  penalty of up to $5 Million  (for  individuals)  and $25 Million
(for  corporate  entities) if they are found to have  recklessly  failed to take
appropriate steps to prevent insider trading.(2)

      You should also be aware that the stock markets and other  regulatory body
surveillance techniques are becoming more sophisticated. As a result, the chance
that  Federal  and/or  regulatory  authorities  will detect and  prosecute  even
small-level trading is significant.

      Moreover,  if an officer  or  employee  violates  this  Policy  Statement,
Company-imposed sanctions, including dismissal for cause, may result. Obviously,
any of the above-described consequences, even an SEC investigation that does not
result in a  prosecution,  can  tarnish a person's  reputation  and  irreparably
damage his/her career.


Insider Trading Laws

      The Federal securities laws, as interpreted, prohibit the purchase or sale
of a security at a time when the person  trading in that  security  possesses or
uses material non-public information concerning the issuer of the security which
has been  obtained or used in breach of a duty to maintain  the  information  in
confidence or where such information has been  misappropriated.  Because of your
position(s) with (or relationships to) the Company,  you have a duty to maintain
such information in confidence. Communication of material non-public information
to a third party, under circumstances where improper trading can be anticipated,
is similarly prohibited -- even if the person communicating the information does
not himself trade or financially benefit.

----------
(1) See Sections 21A and 32(a) of the Securities Exchange Act of 1934; see also,
The Insider Trading and Securities Fraud  Enforcement Act of 1988, 100 P.L. 704,
and Section 1106 of the Sarbanes-Oxley Act of 2002.

(2) Id.

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      Material non-public  information.  Information is deemed to be material if
there is a substantial likelihood that a reasonable investor would consider such
information  important  in  deciding  whether to buy,  sell or hold an  issuer's
securities.  What is material and non-public depends in large part on what other
information  is known by and/or  available  to the  public at a given  time.  In
determining  whether  undisclosed  information is material and  non-public,  the
analysis is whether there is a substantial likelihood that the disclosure of the
undisclosed  information  would be viewed  by a  reasonable  investor  as having
significantly  altered  the "total mix" of  information  then  available  to the
public.

      Common  examples of information  that are frequently  regarded as material
are:  significant  new products or  discoveries,  projections or "guidance" by a
corporation's  officers  of future  earnings  or  losses;  news of a pending  or
proposed  merger  or  acquisition,  or a tender  or  exchange  offer;  news of a
significant  sale of assets or the disposition of a subsidiary;  entering into a
significant  agreement  or  transaction;  changes in  dividend  policies  or the
declaration  of a stock split or special  dividend;  the offering of  additional
securities;  changes in management;  significant  new products or services;  the
gain or  loss  of a  substantial  customer  or  supplier;  the  commencement  of
litigation or a governmental  investigation;  unreleased earnings; and impending
bankruptcy or financial problems.  Both positive and negative information can be
material.  Earnings guidance includes indications that earnings are "up," "down"
or "flat,"  along with such  statements  as "I would not be  troubled  by that,"
"that sounds about right," and "that's in the ballpark" or statements of similar
import.

      The  above  list  provides  only  some  examples  of  the  many  types  of
information which may be deemed material. It does not purport to be, and is not,
an exhaustive list. Accordingly,  directors, officers, employees and consultants
of the Company should,  in light of the severe legal penalties to which they are
subject and the express  policy of the Company on this  matter,  take a cautious
approach to trading the Company's  securities  when in possession of significant
information.  If they are in possession of  information  which is non-public and
which may be viewed as material,  they should refrain from trading in any of the
Company's  securities  until such  information  has been  publicly  disseminated
and/or they have  discussed any such proposed  trading with the Company's  Chief
Executive Officer prior to taking any action.

      Public  information.  Information  is  considered  to be  available to the
public only when it has been released to the public through appropriate channels
and sufficient  time has elapsed to permit the  investment  market to absorb and
evaluate the information.  To avoid the appearance of impropriety,  as a general
rule,  information  should not be considered  regarded as absorbed and evaluated
until after at least two full business  days have elapsed since the  information
has been publicly released.

      It is important for you to remember that if any securities transactions in
which you may engage  become the subject of  scrutiny,  they will be viewed with
the benefit of hindsight.  Consequently, before trading in any securities of the
Company,  you should  carefully  consider how the SEC and others might view your
transaction in hindsight.


Insider Trading-Statement of Company Policy

      Because insider trading liability  represents a threat to both you and the
Company,  it expressly  violates  Company  policy to engage in any activity that
could be considered unlawful trading or "tipping" under securities laws, whether
in the  Company's  securities  or the  securities  of another  corporation  with
information  obtained in connection with your employment with or relationship to
the  Company.  The Company has adopted  this Policy  Statement in order to avoid
even the  appearance  of improper  conduct on the part of anyone  employed by or
associated  with  it (not  just  so-called  "insiders").  The  Company,  and its
directors,  officers and  employees,  have worked  extremely hard to establish a
reputation for honesty and integrity.  The adoption and  implementation  of this
Policy Statement is designed to maintain such reputation. Persons violating this
Policy  Statement  will be subject to immediate  dismissal  from the Company for
cause.

      In view of the foregoing, it is the express policy of the Company that its
directors,  officers,  employees  and  consultants  must  not  purchase  or sell
securities of the Company  (other than pursuant to a  pre-approved  trading plan
that complies  with SEC Rule 10b5-1) or securities of any other  publicly-traded
company if the director,  officer,  employee or consultant  has, or believes he,
she or it may have, material non-public  information relating to that company or
any of its securities.  A director,  officer,  employee and consultant also must
not permit any member of his or her  immediate  family,  any affiliate or anyone
acting on his, her or its behalf,  or anyone to whom he, she or it has disclosed
material  non-public  information,  to purchase or sell any of such  securities.
Even after information has been publicly disclosed through appropriate channels,
directors,  officers,  employees  and  consultants  should  nonetheless  allow a
reasonable  time to elapse (at least two full business  days) before  trading in
such company's  securities,  in order to permit the public dissemination of such
information.  Any  inquiries  in this  regard,  including,  without  limitation,
inquiries as to whether a company or other entity is a  significant  customer of
the Company, should be directed to the Company's Chief Executive Officer.

      As a result, it does not matter that an insider may have decided to engage
in a transaction prior to his/her obtaining material  non-public  information or
that by delaying the transaction  he/she might incur significant  economic loss.
It is also irrelevant that previously disseminated public information concerning
the Company might,  independent of the material non-public information,  provide
the basis for engaging in the transaction.  You (and your family members) simply
may not purchase or sell any Company  securities while in possession of material
non-public  information  about the Company.  The only  exception to this rule is
that a director, officer or other employee may exercise stock options granted to
him or her pursuant to stock option plans created by the Company; this exception
does not,  however,  cover a subsequent sale of stock acquired upon the exercise
of options.

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<PAGE>

      It is also the express  policy of the Company that any investing  that you
do in  securities  of the Company or of any  company or other  entity that has a
significant  relationship with the Company be on a "buy and hold" basis.  Active
trading, or short-term  speculation,  is improper and not permitted.  It is also
specifically  against  the policy of the Company  for any  director,  officer or
employee  to (A) buy or sell any put or call option on or other right in respect
of Company  securities  other than  pursuant to the  exercise of  Company-issued
employee stock options, if any; (B) to engage in any short sale of securities of
the Company;  or (C) to establish or use a margin account with any broker-dealer
for the purpose of buying or selling securities of the Company.

      In order to avoid even the  appearance of  impropriety,  there are certain
periods  during  which  officers,  directors  and  significant  employees of the
Company  are  not  permitted  to  trade  in  (buy  and/or  sell)  the  Company's
securities:

      (a) the 15-day period prior to and two full business days following either
the public  release and  dissemination  of the  Company's  quarterly or year-end
earnings and financial  results or, if such earnings and financial  results have
not been otherwise  previously publicly released or disseminated,  the filing of
quarterly (Form 10-QSB) or annual (Form 10-KSB) reports with the SEC;

      (b) from the time the Company begins to consider (which  generally will be
when its Board of Directors contacts an underwriter or investment  banker),  and
during the period that the Company is engaged in, a  distribution  of any of its
securities and until such distribution has been completed; and

      (c) during the period  that any  potentially  material  event  (including,
without  limitation,  acquisitions or dispositions of assets,  mergers,  unusual
Company  earnings) has occurred or is likely to occur and such  information  has
not been adequately  released and disseminated to the public (pursuant to a Form
8-K  or  otherwise)  and  two  full  business  days  subsequent  to  the  public
announcement of such material event.


Tender Offer Rules--Trading Restrictions

      In the  event  that a  tender  or  exchange  offer  is  commenced  for the
Company's  securities,  Rule 14e-3 of the  Securities  Exchange Act of 1934 (the
"Exchange  Act") prohibits any person (whether or not he has a fiduciary duty to
the Company) in possession of material  non-public  information  from trading in
the Company's  securities  subject to such offer (and any options,  warrants and
other rights to purchase such  securities).  In addition to officers,  directors
and employees, the prohibition expressly extends to any person who has received,
directly or indirectly,  such  information  from one of the above.  In the event
that a tender or exchange offer commences in respect of any Company  securities,
directors,  officers,  consultants  and employees and their families  should not
engage in any  transactions  involving  the Company's  securities  without first
consulting with the Company's Chief Executive Officer.


"Short Swing Profits"

      The Company's  directors,  executive officers and holders of more than 10%
of the  outstanding  shares  of any  class of its  securities  registered  under
Section 12 of the Exchange Act (the "Restricted Persons") are subject to Section
16(b) of that Act and the rules promulgated  thereunder.  Section 16(b) provides
for  disgorgements  of profits by these  persons  in  connection  with sales and
purchases of the Company's  equity  securities  within a six-month  period.  The
rules under Section 16(b) are very complicated and often are broadly  construed.
If you have any questions regarding its application, you should promptly discuss
them with the Company's Chief Executive Officer and/or your legal counsel.

      Under  Section  16(a) of the  Exchange  Act,  most changes in a Restricted
Person's beneficial  ownership of equity securities of the Company must be filed
electronically  with the SEC on Form 4 before the end of the second business day
following  the day on which a  transaction  resulting in a change of  beneficial
ownership  is  executed.  In  addition  to  purchases  and  sales,  the  two-day
requirement applies to many transactions that formerly were reportable after the
end of the Company's  fiscal year on Form 5, including  stock and option grants,
restricted stock grants, and most other equity compensation transactions. A very
limited number of transactions  still will be reportable on Form 5 at the end of
the year,  including gifts,  inheritances  and certain  purchases  (which,  when
combined with other  purchases in the preceding six months,  amount to less than
$10,000).

                                       7
<PAGE>

      Any  late  or  delinquent  Form  4  filings  by  officers,  directors  and
beneficial  owners of more than ten (10%) percent of the Company's  common stock
are  required to be  reported in the  Company's  proxy  statement  in a separate
captioned section, naming names. The SEC has been granted broad authority by the
Sarbanes-Oxley Act of 2002 to seek "any equitable relief that may be appropriate
or necessary  for the benefit of investors"  for  violations of any of these (or
any other) provisions of the securities laws.  Consequently,  it is important to
both you and the Company that such filings are made on a timely basis. Again, if
you have any questions  concerning  the  application  of Section  16(a),  please
promptly contact the Company's Chief Executive Officer or legal counsel.


Selective Disclosure - Statement of Company Policy

      The Company's directors, officers, investor relations personnel, and other
people with  similar  functions,  are  prohibited  from  selectively  disclosing
material  non-public  information  to certain  individuals,  such as  securities
market professionals and holders of the issuer's securities, potential investors
or anyone else that is not subject to a confidentiality  agreement or other duty
against disclosing such information.

      Methods For Public Disclosure. If material non-public information needs to
be disseminated,  such information will be disseminated by the Company (when and
as  determined  by it) through a press  release that is  reasonably  designed to
provide broad,  non-exclusionary  distribution of the information to the public.
In other instances the Company may, in addition,  disseminate  such  information
through a filing with the SEC on Form 8-K. The Company will publicly disseminate
material non-public  information before making or, under certain  circumstances,
simultaneously  with  making  that  information  available  to  members  of  the
investment community, such as analysts and institutional investors or holders of
the Company's  securities.  If the Company makes disclosure  through a Form 8-K,
the Company will not make  disclosure of the  information  to a select  audience
until after it confirms  that the Form 8-K received a "filing date" on the SEC's
EDGAR  filing  system  that is no later than the date of the  disclosure  to the
select audience.

      Inadvertent Disclosures.  Should a Company official, employee,  consultant
or director make an inadvertent  disclosure of material,  non-public information
on a  selective  basis  (e.g.,  during an analyst  meeting or phone call with an
analyst or investor that was not previously broadly  disseminated),  such person
should  immediately  report that fact to appropriate  officers of the Company so
that the  Company  can seek to  rectify  the  situation,  as soon as  reasonably
practicable  after  it  learns  of such  fact,  by  broadly  disseminating  that
information.

      Common  Situations  -  Analyst  Meetings  and  Conference  Calls - Company
Policies.

      1.  Meetings  And  Communications.   The  Company's  officers,  employees,
consultants  and  directors  should  generally  avoid  meeting with analysts and
portfolio  managers on an  individual  or small  group  basis.  Any  response to
analyst and  investor  calls must contain  information  that has been or will be
simultaneously publicly disclosed,  and under no circumstances shall any Company
officer,  employee,   consultant  or  director  disclose  material,   non-public
information on a selective basis. Such persons should err on the side of caution
in responding  to analyst and investor  inquiries in order to reduce the risk of
disclosing  material,  non-public  information  on a selective  basis to a third
party.

      2. Notice.  In the event of a Company  conference  call with  analysts and
investors,  the Company will reasonably  prior to such call inform the public of
the date and time of the conference call and how to participate in the call.

      3. Broad Dissemination Of Information In Conference Calls. Statements made
over the course of a conference call will be deemed broadly  disseminated if the
public is given (1)  adequate  notice of the call,  including  the  topics to be
discussed; and (2) means for accessing it.

      4. Cautionary  Statements Under The Private  Securities  Litigation Reform
Act Of 1995. At the  beginning of the  conference  call, a Company  spokesperson
introducing  the call or the  person  actually  conducting  the call will make a
statement that forward-looking information may be discussed during the course of
the call  and,  if so, it will be  identified  as such  with  words  such as "we
expect," "we believe," "we predict," etc., and refer the audience to appropriate
cautionary language or reference to cautionary  statements  contained in readily
available (publicly released) documents.

      5. Item 12 of Form 8-K. If the Company makes an earnings  announcement  or
other disclosure of material non-public information regarding a completed fiscal
year or quarter,  the Company must include the text of that  announcement  as an
exhibit to a Form 8-K, which must be furnished to the SEC.

      Disclosure-Designated Spokesperson. The rules governing the obligations of
the Company to disclose (how, when and otherwise) certain events or developments
relating  to its  operations  and/or  condition  (financial  or  otherwise)  are
extremely  complex.  Moreover,  the  potential  liability  of  the  Company  for
erroneous, improper, selective and/or premature public disclosure can be severe.
Accordingly,  if you are  contacted by any third party,  particularly  including
members of the media, government officials or employees,  securities analysts or
any other  investor  or  potential  investor,  it is the  express  policy of the
Company that you make no disclosure  or comment to such  persons,  other than to
refer such  person(s) to the  Company's  spokesperson(s)  (as  designated by the
Board of Directors,  from time to time),  whom you shall  identify as the proper
spokesperson(s)  for the  Company  in respect  of such  matters.  Do not deny or
confirm (or respond:  "I don't know" to) any statement made by such person(s) or
even offer a "no  comment".  Your  failure to  strictly  comply with this policy
could adversely affect the Company and result in your immediate dismissal.


                                       8
<PAGE>

Preserve Confidentiality

      In light of the severe  consequences  of  improperly  disclosing  material
non-public  information,  you should take every  reasonable step to preserve the
confidentiality of such information. For example:

      Do not discuss  confidential  matters in elevators,  hallways,  airplanes,
taxicabs, restaurants or other public places where they can be overheard.

      Do not gossip or engage in  speculation  concerning  the  Company  and its
securities (including mergers and acquisitions, and other extraordinary events).

      Do not read  confidential  documents in public  places or leave them where
they can be viewed by others.

      Do not carry  confidential  documents in an exposed manner when outside of
the office.

      Be  cautious  when  conducting  conversations  on  speaker  phones  and on
cellular phones in public places, including cars and airplanes.

      The above list is not exhaustive,  but merely  suggestive.  Each director,
officer and employee of the Company has the  responsibility  of taking  whatever
reasonable  steps as are necessary in order to preserve the  confidentiality  of
material non-public information in his/her possession.


Further Assistance

      For further guidance or information about the foregoing policies,  contact
the Company's Chief Executive  Officer.  Also,  should you become aware that any
director, officer, employee or significant stockholder is violating, or is about
to violate this Policy Statement, you must report it immediately to such persons
who have been  designated  by the  Board of  Directors,  from  time to time,  to
receive such reports, as posted on the Company's website.


Acknowledgement

      Each director, officer, employee and consultant is required to acknowledge
their  understanding  of and intended  compliance with this Policy  Statement by
executing and dating this Statement where indicated  below.  Additionally,  such
persons  will be required  to  reacknowledge  such  understanding  and  intended
compliance on a regular basis in the future.


                                           By: /s/
                                               ---------------------------
                                               (Signature of Director,
                                                Officer, Employee or Consultant)

                                           Dated:      _____, 2004

                                       9