VISUAL FRONTIER, INC.

                       CODE OF BUSINESS CONDUCT AND ETHICS

                      For Employees, Officers and Directors

INTRODUCTION

      To further Visual Frontier's fundamental principles of honesty, loyalty,
fairness and forthrightness we have established the Visual Frontier, Inc. Code
of Business Conduct and Ethics. Our Code strives to deter wrongdoing and promote
the following six objectives:

o     Honest and ethical conduct;

o     Avoidance of conflicts of interest between personal and professional
      relationships;

o     Full, fair, accurate, timely and transparent disclosure in periodic
      reports required to be filed by Visual Frontier with the Securities and
      Exchange Commission and in other public communications made by Visual
      Frontier;

o     Compliance with the applicable government regulations;

o     Prompt internal reporting of Code violations; and

o     Accountability for compliance with the Code.

ACCOUNTING CONTROLS, PROCEDURES & RECORDS

      Applicable laws and company policy require Visual Frontier to keep books
and records that accurately and fairly reflect its transactions and the
dispositions of its assets. In this regard, our financial executives shall:

o     Provide information that is accurate, complete, objective, relevant,
      timely and understandable.

o     Comply with rules and regulations of federal, state, provincial and local
      governments, and other appropriate private and public regulatory agencies.

o     Act in good faith, responsibly, with due care, competence and diligence,
      without misrepresenting material facts or allowing independent judgment to
      be subordinated.

      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. Furthermore, no director,
officer or employee of Visual Frontier may directly or indirectly:

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o Make or cause to be made a materially false or misleading statement, or

o     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.

BRIBERY

      The offering, promising, or giving of money, gifts, loans, rewards, favors
or anything of value to any supplier, customer or governmental official is
strictly prohibited.

COMMUNICATIONS

      It is very important that the information disseminated about Visual
Frontier be both accurate and consistent. For this reason, certain of our
executive officers who have been designated as authorized spokespersons per our
policy regarding compliance with Regulation FD are responsible for our internal
and external communications, including public communications with stockholders,
analysts and other interested members of the financial community. Employees
should refer all outside requests for information to the authorized
spokespersons.

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 our Information Technology Services department
to install any software on any company computer or connect any personal laptop
to the Visual Frontier network. As with other equipment and assets of Visual
Frontier, we are each responsible for the appropriate use of these assets.
Except for limited personal use of Visual Frontier'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. All e-mails
on company equipment are subject to monitoring by Visual Frontier.

CONFIDENTIAL OR PROPRIETARY INFORMATION

      Company policy prohibits employees from disclosing confidential or
proprietary information outside Visual Frontier, either during or after
employment, without company authorization to do so. 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 Visual Frontier or otherwise made known to
us as a consequence of or through employment or association with Visual Frontier
(including information originated by the director, officer or employee). This
can include, but is not limited to, information regarding our business,
research, development, inventions, trade secrets, intellectual property of any
type or description, data, business plans, marketing strategies and contract
negotiations.

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CONFLICTS OF INTEREST

      Company policy prohibits conflicts between the interests of its employees,
officers, directors and Visual Frontier. A conflict of interest exists when an
employee, officer, or director's personal interest interferes or may interfere
with the interests of the company. Conflicts of interest may not always be
clear, so if an employee has a concern that a conflict of interest may exist,
they should consult with higher levels of management, and in the case of
officers and directors, they should consult with a member of the Audit
Committee. When it is deemed to be in the best interests of Visual Frontier and
its shareholders, the Audit Committee may grant waivers to employees, officers
and directors who have disclosed an actual or potential conflict of interest.
Such waivers are subject to approval by the Board of Directors.

FRAUD

               Company policy prohibits fraud of any type or description.

INSIDE INFORMATION

      Company policy and applicable laws prohibit disclosure of material inside
information to anyone outside Visual Frontier without a specific business reason
for them to know. It is unlawful and against company policy for anyone
possessing inside information to use such information for personal gain. Visual
Frontier's policies with respect to the use and disclosure of material
non-public information are more particularly set forth in Visual Frontier's
Insider Trading Policy.

POLITICAL CONTRIBUTIONS

      Company policy prohibits the use of company, personal or other funds or
resources on behalf of Visual Frontier 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 where allowed by federal, state, local or
foreign election laws, rules and regulations.

REPORTING AND NON-RETALIATION

      Employees who have evidence of any violations of this code are encouraged
and expected to report them to their supervisor, and in the case of officers and
directors, they should report evidence of any such violations to a member of the
Audit Committee. Such reports will be investigated in reference to applicable
laws and company policy. Violations of this Code or any other unlawful acts by
our officers, directors or employees may subject the individual to dismissal
from employment and/or fines, imprisonment and civil litigation according to
applicable laws.

      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.

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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 or a designated board
committee that will ascertain whether a waiver is appropriate under all the
circumstances. 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 of Director's vote or shall be otherwise disclosed as required
by applicable law or the American Stock Exchange Rules. 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.



                                           Approved By The Board of Directors
                                           April 14, 2004