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                                                                      EXHIBIT 11


                  NOVEL DENIM HOLDINGS LIMITED AND SUBSIDIARIES
              CODE OF ETHICS FOR CEO AND SENIOR FINANCIAL OFFICERS

         The Company has a Code of Business Conduct and Ethics applicable to all
employees, officers and directors of the Company. The CEO and all senior
financial officers are bound by the provisions set forth therein relating to
ethical conduct, conflicts of interest and compliance with law. In addition to
the Code of Business Conduct and Ethics, the CEO and senior financial officers
are subject to the following additional specific policies:

1.       The CEO and all senior financial officers are responsible for full,
fair, accurate, timely and understandable disclosure in the periodic reports
required to be filed by the Company with the SEC. Accordingly, it is the
responsibility of the CEO and each senior financial officer promptly to bring to
the attention of the Disclosure Committee any material information of which he
or she may become aware that could affect the disclosures made by the Company in
its public filings or otherwise assist the Disclosure Committee in fulfilling
its responsibilities.

2.       The CEO and each senior financial officer shall promptly bring to the
attention of the Disclosure Committee and the Audit Committee any information he
or she may have concerning (a) significant deficiencies in the design or
operation of internal controls which could adversely affect the Company's
ability to record, process, summarize and report financial data or (b) any
fraud, whether or not material, that involves management or other employees who
have a significant role in the Company's financial reporting, disclosures or
internal controls.

3.       The CEO and each senior financial officer shall promptly bring to the
attention of the CEO and to the Audit Committee any information he or she may
have concerning any violation of the Company's Code of Business Conduct and
Ethics by any management or other employees who have a significant role in the
Company's financial reporting, disclosures or internal controls.

4.       The CEO and each senior financial officer shall promptly bring to the
attention of the CEO and to the Audit Committee any information he or she may
have concerning evidence of a material violation of the securities or other
laws, rules or regulations applicable to the Company and the operation of its
business, by the Company or any agent thereof, or of violation of the Code of
Business Conduct and Ethics or of these additional procedures.

5.       The CEO and each senior financial officer shall promptly bring to the
attention of the CEO and to the Audit Committee any material transaction or
relationship that arises and of which he or she becomes aware that reasonably
could be expected to give rise to an actual or apparent conflict of interest.

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

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