# BOVIE MEDICAL CORP.

# CODE OF ETHICS AND BUSINESS CONDUCT

CONTENTS

Letter from the President and CEO
Introduction
What are Ethics?
Responsibility and Accountability
Our Business
Our Mission
Our Beliefs
Our Stakeholders
Competitors
Financial Community
The Media
The Public
Conflicts of Interest
Corporate Opportunity
Confidentiality
Protection/Use of Assets
Corporate Governance
Need Help
Reporting Concerns

---

## Letter from
the President and CEO

This Manual Represents
The First Comprehensive And Formal Statement Of Bovie Medical Corp. Code Of
Professional Ethics And Related Policies.

This section introduces you to the
way that we choose to do business at Bovie Medical Corp. It describes our
stakeholders  who they are and how we strive to interact with them 
and provides the general principles of business conduct that we respect as a
company. All of this is supplemented with the specific policies or procedures
under which we operate.

Bovies expectations
for responsible conduct apply to everyone who works on our behalf, including but
not limited to our employees, consultants, and contractors. While the standards
listed in this Code are specifically intended for Bovie employees, all other
parties should conform to the spirit of these standards.

You should familiarize
yourself with our Code of Ethics and Business Conduct, as well as applicable
policies and procedures. The intention is to provide guidelines that will help
you decide what is the most appropriate choice for you and your company when
faced with difficult situations.

Please read the Code and
keep it handy for reference in case the need arises. If you have any questions
about its intent or applicability, please talk to your manager. All employees
will need to acknowledge in writing that they have read and understand the Code
Were building a great company. Every day, our success is shaped by how we
interact with the people around us. This Code outlines not only our ethical
standards but also maps out the kind of company we want to be. Success has many
dimensions. This is how we choose to succeed.

Andrew Makrides
President & CEO

---

## Introduction

Clearly stated ethical
principles of business conduct and their practice help maintain good standing in
the global community. Throughout its history, Bovie Medical Corporation has
enjoyed a reputation for high standards of technical excellence, business
integrity, and the strength of its commitment to customers, employees and other
stakeholders.

To a large degree, this
reputation has been built upon our employees tradition of ethical conduct.
Our reputation is one of our most valuable assets, particularly in a world where
business is increasingly disrupted by a lack of trust, honesty and integrity.

This Code of Ethics and Business Conduct is written to ensure our directors,
officers and employees understand the importance we place on ethical conduct and
recognize that it forms an important part of who we are as individuals and as a
company. Similarly, it helps our external shareholders, such as customers and
suppliers, know what to expect from Bovie Medical Corporation. Finally, it is
meant to help you recognize and deal with ethical dilemmas you may encounter.

## What are
Ethics?

Ethics are a set of
principles or rules of conduct to help distinguish between right and wrong.
Ethics are about values and associated behaviors. In practical terms, Bovie
Medicals Code of Ethics and Business Conduct outlines the manner in which
we choose to do business and reflects the beliefs, priorities and principles
that we uphold. We expect that you will respect these principles and exercise
good judgment that reinforces our reputation as a company that is fair, honest
and just in its dealings with stakeholders.

## Responsibility
and Accountability

Responsibility is the
measure of every persons ability to act independently and make decisions.
Regardless of your role in the Company and no matter how big or small the
decisions you make, you are accountable for them, meaning that you must be
prepared to defend your judgment.

The Code of Ethics and
Business Conduct can help you make appropriate decisions under difficult
circumstances, particularly when the choices you face are neither clearly right
nor clearly wrong. The Code can help you to navigate in a way that leads to
decisions that are appropriate for the circumstance, while upholding your
integrity and reputation and that of the Company.

Still, no set of guidelines or
rules can anticipate every possible circumstance. You should never hesitate to
seek help in making a tough choice by talking to others. Similarly, you should
not hesitate to draw to Bovies attention matters that appear to be in
conflict with our Code. You will find more information on this at the end of
this document.

## Our Business

We are building a trusted,
highly profitable company focused on growth from strategically selected
products. We are aggressive, assertive and competitive and strive to lead our
industry through technical ingenuity, superior insight, rapid product
innovation, and intense customer focus. We aim to make money for our investors
and employees by building a winning company.

## Our Mission

Bovie will provide the most compelling products for medical industry. We will deliver these
compelling products ahead of the competition, thereby earning a superior return
for our stakeholders.

## Our Beliefs

To succeed in our business
and accomplish our mission, our culture must be built upon a set of core
beliefs, which are:

`o Listen to customers
o Tell the truth
o Be ambitious
o Treat everyone with respect
o Do everything quickly
o Reward results
o Do the right thing`

## Our Stakeholders

## Customers

There is no greater
priority at Bovie than our responsibility to satisfy our customers. We will grow
and prosper only to the degree that we clearly understand and meet their
expectations. We will do everything we reasonably can to ensure customer
satisfaction by exercising good faith in all agreements. We will ensure quality
in our products and fairness in our pricing, and provide world-class after-sales
service and support.

## Employees

Employees knowledge,
skills and experience are the tools by which we build a great company and each
and every employee is a critical factor in our success. As such, we encourage
respect, recognition, fairness and dignity. We are an equal opportunity
employer. We hire people based on their ability to do the job and pay and reward
them for performance. We are committed to providing a safe and healthy work
environment and strive to provide opportunities for self-improvement and growth.
We do not tolerate harassment or abuse in any form. We encourage employees to
voice their opinions freely about the policies and programs of the Company by
practicing an open door policy.

## Shareholders

Shareholders own the
business and expect a fair return on their investment in the Company. We treat
their investment as if it were our own and will do our utmost to protect it and
to ensure a proper return. It is the responsibility of all employees to work
towards the achievement of profit and a fair return for our shareholders. We are
committed to accurate and timely communication of achievements and prospects to
allow shareholders to reasonably evaluate their investment. We willingly comply
with applicable statutory and regulatory requirements for the provision of
information, and provide a clear, fair and accurate picture of our business. We
manage our finances conservatively and prudently, and rely only on
well-established and generally accepted financial practices.

Management functions as a
steward of the business; a trusting relationship between management and
shareholders is critical. We believe in sound principles of corporate
governance. To this end, we foster open communications with shareholders and
have established clear roles and responsibilities of management. Our Board has
the skills, time and information required to effectively discharge its
responsibilities. We abide by strict rules and regulations governing the trading
of company securities by insiders.

## Business Partners

Forging quality
relationships with other companies extends our reach and influence around the
world and gives Bovie a competitive advantage. Relationships built on trust are
one of the most significant aspects of joint ventures, purchasing agreements or
other types of business relationships. Accordingly, Bovie will work hard to
preserve the reputation of other organizations and expects others to protect our
reputation. We will not do business with those who intentionally or continually
act illegally or in conflict with the spirit and intent of the provisions of our
Code of Ethics and Business Conduct.

We maintain open and frank
business dealings in an effort to develop mutually advantageous relationships
that are effective and efficient. Our purchasing decisions are made solely in
the best interests of Bovie and consider quality, price, service and sourcing.
We respect the sanctity of contracts and business relations as well as the rule
of law.

## Government

As a responsible,
well-managed company, we willingly comply with all relevant laws and regulations
wherever we do business.

## Competitors

While we compete
aggressively, we do so with integrity. We support fair competition and comply
with the competition and anti-trust laws of the countries in which we do
business. We will not enter into agreements or understandings that attempt to
limit competition. We do not use illegal or unethical methods to collect
competitive or proprietary information, including inducing such disclosures by
former or current employees of competitors.

---

## Financial
Community

Bovie recognizes that shareholders
and prospective shareholders depend on the financial community (financial
analysts, investment managers, financial media, and so on) for an ongoing and
independent assessment of the financial prospects and activities of the Company.
We are committed to accurate and timely communication of achievements and
prospects and willingly provide a clear, fair and accurate picture of our
business to the financial community on a non-preferential basis. We will not
selectively disclose material information.

## The Media

The news media 
newspapers, newsletters, magazines, radio and television  are among the
principal channels for communicating information to Bovie stakeholders. We
recognize the medias right as representatives of our stakeholders to
obtain information from the Company through proper channels. Only persons
authorized by the Company should respond to media inquiries. Employees should
refer any questions by the media to Corporate Communications.

## The Public

Bovie is a responsible
corporate citizen and actively supports the communities in which we live and
work. We provide information about the Company in response to reasonable and
responsible requests. We abide by all local laws and regulations. We respect and
care for the environments in which we operate. We support and encourage our
employees to actively contribute to the needs of the community. Where possible,
we provide financial or in-kind assistance to selected community programs or
projects.

## Conflicts of
Interest

A conflict of interest
occurs when a directors or employees personal interests interfere
 or appear to interfere  with the best interests of Bovie. Business
decisions and actions must be made in the best interests of the Company and
should not be influenced by personal considerations or relationships.
Relationships with Bovie stakeholders - for example suppliers, competitors and
customers should not in any way affect ones responsibility and
accountability to Bovie. Conflicts can arise when you receive improper gifts,
entertainment or benefits as a result of your position in the Company.

The Company prohibits the
receipt of gifts or benefits of greater than nominal value from vendors,
suppliers, customers and other business associates. Frequent nominal value gifts
and entertainment from the same party may be considered to be of greater than
nominal value and hence prohibited.

Giving gifts and
entertainment to customers, suppliers and other business associates is also
prohibited by Bovie when the gifts or entertainment are of greater than nominal
value or are intended to bribe or influence the recipient, or when the law
prohibits them.

---

## Corporate
Opportunity

Employees of Bovie are
entrusted with a wealth of information, tools and resources that we expect to be
used to advance the legitimate interests of the Company. Using information,
tools and resources to identify or exploit personal opportunities for personal
gain is not acceptable.

## Confidentiality

Employees must preserve and
protect the confidentiality of information entrusted to them by the Company and
its customers, except when disclosing information is approved or legally
mandated. Confidential information encompasses proprietary information which is
not in the public domain that could be of use to competitors, or that could harm
the Company, its employees, its customers or suppliers if disclosed.

Employees must also not use
or disclose to the Company any proprietary information or trade secrets of any
former employer or other person or entity with whom obligations of
confidentiality exist.

## Protection/Use
of Assets

Theft, carelessness and
waste have a direct impact on Bovies profitability. Employees are
responsible for protecting the Companys assets and ensuring their
efficient use. All company assets  information, tools and resources 
must only be used for legitimate business purposes.

## Corporate
Governance

Bovie respects both the
letter and spirit of the laws under which it operates. In terms of corporate
governance, our operations are governed by the statutory requirements of
government; by accounting and trading regulations

To fulfill our commitments,
we require full, fair and accurate recording and reporting of financial and
business information. All financial records and reports must accurately reflect
transactions and events and conform to required accounting principles as well as
Bovies internal controls.

## Need Help

Many choices in life are
clearly right or clearly wrong but many are not always so clear. If you find
yourself in a challenging situation, consult this Code and talk to your manager.
Dont ignore the situation or pretend that it isnt important. You owe
it to yourself and to the Company to get to the heart of the matter and see that
it is resolved.

You can count on the
support of the Company if you have sincerely tried to do what is right in the
circumstances by relying on this Code, by seeking input and advice from others,
and by protecting the reputation and best interests of the Company.

You must recognize that the
Company takes this Code and its application very seriously and will take
whatever steps are necessary to protect its integrity and business reputation.
If you contravene the principles and policies outlined in the Code, you should
expect that appropriate disciplinary action would be taken, up to and including
dismissal or prosecution.

## Reporting
Concerns

It is everyones responsibility
to uphold the spirit and purpose of this Code. It is conceivable that you may
encounter a circumstance where a Bovie employee, business partner or someone
else appears to be violating the Code.

If this occurs, we strongly
encourage you to discuss the issue with your manager or local HR representative.
If you are uncomfortable raising the matter with these people, or you receive an
unsatisfactory answer, or you dont know to whom you should speak, please
contact Andrew Makrides who will act to resolve the issues raised.

You should know that Bovie
does not tolerate retaliation in any form against employees who honestly and
accurately report a concern. At the same time, it is serious and unacceptable to
make false allegations.

The Companys Code of Ethics and Business Conduct
(the Code of Conduct) applies to all employees and directors of the
Company. In addition to ethical standards for required conduct outlined therein,
the Chief Executive Officer, the Chief Financial Officer and the Corporate
Controller (the Designated Executives) must also meet the standards
and requirements of a Supplementary Code of Ethics and Business Conduct (the
Supplement) which provides as follows:

1. Business  decisions  must be made and  actions  taken in the best  interests  of the  Company  and must not be  influenced  by
         personal  considerations  or  relationships.  Conflicts  can arise when the  Designated  Executive  receives  improper  gifts,
         entertainment  or  benefits as a result of his/her  position in the  Company.  The Company  prohibits  the receipt of gifts or
         benefits of greater than nominal value from vendors,  suppliers,  customers and other business  associates.  Frequent gifts or
         entertainment  of nominal  value from the same party may be  considered  to be of greater  than  nominal  value and subject to
         review by the Board of Directors of the Company (the "Board").  Giving gifts and  entertainment  of greater than nominal value
         is equally prohibited.

2.       Designated  Executives are entrusted with a wealth of information,  tools and resources that the Company expects to be used to
         advance its legitimate interests.  Such information must not be used to identify or exploit personal  opportunities or achieve
         personal gain to the detriment of the Company.

3.       Designated  Executives will make full, true, fair,  accurate,  timely, and understandable  disclosure in reports and documents
         that the  Company  files  with,  or submits  to the  Ontario  Securities  Commission  (OSC) and the  Securities  and  Exchange
         Commission  (SEC) and in all other public  communications  made by the Company;  it is the  responsibility  of each Designated
         Executive  promptly to bring to the attention of the Company's  General  Counsel any material  information  of which he or she
         may become aware that affects the disclosures made by the Company in its public filings.

4.       Designated  Executives  will ensure that they and the Company  comply in all material  respects with  applicable  governmental
         laws, rules and regulations.

5.       Designated  Executives  will promptly bring to the attention of the Company's  General  Counsel any  information he or she may
         have  concerning  significant  deficiencies in the design or operation of internal  controls that could  adversely  affect the
         Company's  ability to record,  process,  summarize  and report  financial  data or any fraud  (including  the  identity of all
         alleged  perpetrators),  whether or not material,  involving  management or other employees who have a significant role in the
         Company's financial reporting, disclosures or internal controls.

6.       Designated  Executives  will promptly report to the Company's  General Counsel all material  violations of the Code of Conduct
         and this  Supplement of which they are aware,  including  any actual or apparent  conflicts of interest  between  personal and
         professional  relationships  involving  any  management  or other  employees  who  have a  significant  role in the  Company's
         financial reporting, disclosures or internal controls.

7.       Any Designated  Executive,  if not satisfied with actions taken or proposed to be taken by the General  Counsel as a result of
         disclosures made by the Designated  Executive under sections 5 and 6, should promptly  provide the same  information  directly
         to the Chairman of the Board of Directors who will cause the matter to be investigated and appropriate actions taken.

8.       Designated  Executives  will be  individually  accountable  for  adherence  to  requirements  of the Code of Conduct  and this
         Supplement.

Any breach of the
provisions of the Code of Conduct and the Supplement which are considered to be
material will be submitted to the Board for review and decision. The Board will
determine if the alleged breach of the Code of Conduct or Supplement is material
and may waive such breach or take whatever disciplinary action it considers
appropriate in the circumstances, including immediate dismissal of the
Designated Executive. The Company will promptly publish on its web site the
results of any Board review where, as a result of a breach determined to be
material, a waiver has been granted or other action taken including the reasons
for such decision