**CODE
OF ETHICS AND BUSINESS CONDUCT FOR OFFICERS, DIRECTORS AND EMPLOYEES OF CALYPSO
WIRELESS, INC.**
 
 **1.**
    **TREAT
      IN AN ETHICAL MANNER THOSE TO WHOM****CALYPSO
      WIRELESS, INC.****HAS
      AN OBLIGATION**
 
 The
officers, directors and employees of Calypso
Wireless, Inc. (the
“Company”) are committed to honesty, just management, fairness, providing a safe
and healthy environment free from the fear of retribution, and respecting the
dignity due everyone. For the communities in which we live and work we are
committed to observe sound environmental business practices and to act as
concerned and responsible neighbors, reflecting all aspects of good citizenship.
 
 For our
shareholders we are committed to pursuing sound growth and earnings objectives
and to exercising prudence in the use of our assets and resources.
 
 For our
suppliers and partners we are committed to fair competition and the sense of
responsibility required of a good customer and teammate.
 **2.**
    **PROMOTE
      A POSITIVE WORK ENVIRONMENT**
 
 All
employees want and deserve a workplace where they feel respected, satisfied, and
appreciated. We respect cultural diversity and will not tolerate harassment or
discrimination of any kind -- especially involving race, color, religion,
gender, age, national origin, disability, and veteran or marital status.
 
 Providing
an environment that supports honesty, integrity, respect, trust, responsibility,
and citizenship permits us the opportunity to achieve excellence in our
workplace. While everyone who works for the Company must contribute to the
creation and maintenance of such an environment, our executives and management
personnel assume special responsibility for fostering a work environment that is
free from the fear of retribution and will bring out the best in all of us.
Supervisors must be careful in words and conduct to avoid placing, or seeming to
place, pressure on subordinates that could cause them to deviate from acceptable
ethical behavior.
 
 **3.**
    **PROTECT
      YOURSELF, YOUR FELLOW EMPLOYEES, AND THE WORLD WE LIVE
      IN**
 
 We are
committed to providing a drug-free, safe and healthy work environment, and to
observing environmentally sound business practices. We will strive, at a
minimum, to do no harm and where possible, to make the communities in which we
work a better place to live. Each of us is responsible for compliance with
environmental, health and safety laws and regulations.
 
 **4.**
    **KEEP
      ACCURATE AND COMPLETE RECORDS**
 
 We must
maintain accurate and complete Company records. Transactions between the Company
and outside individuals and organizations must be promptly and accurately
entered in our books in accordance with generally accepted accounting practices
and principles. No one should rationalize or even consider misrepresenting facts
or falsifying records. It will not be tolerated and will result in disciplinary
action.
 
 **5.**
    **OBEY
      THE LAW**
 
 We will
conduct our business in accordance with all applicable laws and regulations.
Compliance with the law does not comprise our entire ethical responsibility.
Rather, it is a minimum, absolutely essential condition for performance of our
duties. In conducting business, we shall:
 
 **A.**
    **STRICTLY
      ADHERE TO ALL ANTITRUST LAWS**
 
 Officer,
directors and employees must strictly adhere to all antitrust laws. Such laws
exist in the United States and in many other countries where the Company may
conduct business. These laws prohibit practices in restraint of trade such as
price fixing and boycotting suppliers or customers. They also bar pricing
intended to run a competitor out of business; disparaging, misrepresenting, or
harassing a competitor; stealing trade secrets; bribery; and
kickbacks.
 
 
  **B.**
    **STRICTLY
      COMPLY WITH ALL SECURITIES LAWS**
 
 In our
role as a publicly owned company, we must always be alert to and comply with the
security laws and regulations of the United States and other
countries.
 
 **I.**
    **DO
      NOT ENGAGE IN SPECULATIVE OR INSIDER TRADING**
 
 Federal
law and Company policy prohibits officers, directors and employees, directly or
indirectly through their families or others, from purchasing or selling company
stock while in the possession of material, non-public information concerning the
Company. This same prohibition applies to trading in the stock of other publicly
held companies on the basis of material, non-public information. To avoid even
the appearance of impropriety, Company policy also prohibits officers, directors
and employees from trading options on the open market in Company stock under any
circumstances.
 
 Material,
non-public information is any information that could reasonably be expected to
affect the price of a stock. If an officer, director or employee is considering
buying or selling a stock because of inside information they possess, they
should assume that such information is material. It is also important for the
officer, director or employee to keep in mind that if any trade they make
becomes the subject of an investigation by the government, the trade will be
viewed after-the-fact with the benefit of hindsight. Consequently, officers,
directors and employees should always carefully consider how their trades would
look from this perspective.
 
 Two
simple rules can help protect you in this area: (1) Do not use non-public
information for personal gain. (2) Do not pass along such information to someone
else who has no need to know.
 
 This
guidance also applies to the securities of other companies for which you receive
information in the course of your employment at The Company
 
 **II.**
    **BE
      TIMELY AND ACCURATE IN ALL PUBLIC REPORTS**
 
 As a
public company, the Company must be fair and accurate in all reports filed with
the United States Securities and Exchange Commission. Officers, directors and
management of the Company are responsible for ensuring that all reports are
filed in a timely manner and that they fairly present the financial condition
and operating results of the Company.
 
 Securities
laws are vigorously enforced. Violations may result in severe penalties
including forced sales of parts of the business and significant fines against
the Company. There may also be sanctions against individual employees including
substantial fines and prison sentences.
 
 The
principal executive officer and principal financial officer will certify to the
accuracy of reports filed with the SEC in accordance with the Sarbanes-Oxley Act
of 2002. Officers and Directors who knowingly or willingly make false
certifications may be subject to criminal penalties or sanctions including fines
and imprisonment.
 
 **6.**
    **AVOID
      CONFLICTS OF INTEREST**
 
 Our
officers, directors and employees have an obligation to give their complete
loyalty to the best interests of the Company. They should avoid any action that
may involve, or may appear to involve, a conflict of interest with the Company.
Officers, directors and employees should not have any financial or other
business relationships with suppliers, customers or competitors that might
impair, or even appear to impair, the independence of any judgment they may need
to make on behalf of the Company.
 
 
 ****
 **HERE
ARE SOME WAYS A CONFLICT OF INTEREST COULD ARISE:**
 
 ·
    Employment
      by a competitor, or potential competitor, regardless of the nature of the
      employment, while employed by the Company ·
    Acceptance
      of gifts, payment, or services from those seeking to do business with the
      Company. ·
    Placement
      of business with a firm owned or controlled by an officer, director or
      employee or his/her family. ·
    Ownership
      of, or substantial interest in, a company that is a competitor, client or
      supplier. ·
    Acting
      as a consultant to the Company's customer, client or supplier. ·
    Seeking
      the services or advice of an accountant or attorney who has provided
      services to the Company 
 Officers,
directors and employees are under a continuing obligation to disclose any
situation that presents the possibility of a conflict or disparity of interest
between the officer, director or employee and the Company. Disclosure of any
potential conflict is the key to remaining in full compliance with this policy.
 
 **7.**
    **COMPETE
      ETHICALLY AND FAIRLY FOR BUSINESS OPPORTUNITIES**
 
 We must
comply with the laws and regulations that pertain to the acquisition of goods
and services. We will compete fairly and ethically for all business
opportunities. In circumstances where there is reason to believe that the
release or receipt of non-public information is unauthorized, do not attempt to
obtain and do not accept such information from any source.
 
 If you
are involved in Company transactions, you must be certain that all statements,
communications, and representations are accurate and truthful.
 
 **8.**
    **AVOID
      ILLEGAL AND QUESTIONABLE GIFTS OR FAVORS**
 
 The sale
and marketing of our products and services should always be free from even the
perception that favorable treatment was sought, received, or given in exchange
for the furnishing or receipt of business courtesies. Officers, directors and
employees of the Company will neither give nor accept business courtesies that
constitute, or could be reasonably perceived as constituting, unfair business
inducements or that would violate law, regulation or policies of the Company, or
could cause embarrassment to or reflect negatively on the Company's reputation.
 
 **9.**
    **MAINTAIN
      THE INTEGRITY OF CONSULTANTS, AGENTS, AND REPRESENTATIVES**
 
 Business
integrity is a key standard for the selection and retention of those who
represent the Company. Agents, representatives and consultants must certify
their willingness to comply with the Company's policies and procedures and must
never be retained to circumvent our values and principles. Paying bribes or
kickbacks, engaging in industrial espionage, obtaining the proprietary data of a
third party without authority, or gaining inside information or influence are
just a few examples of what could give us an unfair competitive advantage and
could result in violations of law.
 
 **10.**
    **PROTECT
      PROPRIETARY INFORMATION**
 
 Proprietary
Company information may not be disclosed to anyone without proper authorization.
Keep proprietary documents protected and secure. In the course of normal
business activities, suppliers, customers and competitors may sometimes divulge
to you information that is proprietary to their business. Respect these
confidences.
 
 **11.**
    **OBTAIN
      AND USE COMPANY ASSETS WISELY**
 
 Personal
use of Company property must always be in accordance with corporate policy.
Proper use of Company property, information resources, material, facilities and
equipment is your responsibility. Use and maintain these assets with the utmost
care and respect, guarding against waste and abuse, and never borrow or remove
Company property without management's permission.
 
 
  **12.**
    **FOLLOW
      THE LAW AND USE COMMON SENSE IN POLITICAL CONTRIBUTIONS AND ACTIVITIES**
 
 The
Company encourages its employees to become involved in civic affairs and to
participate in the political process. Employees must understand, however, that
their involvement and participation must be on an individual basis, on their own
time and at their own expense. In the United States, federal law prohibits
corporations from donating corporate funds, goods, or services, directly or
indirectly, to candidates for federal offices -- this includes employees' work
time. Local and state laws also govern political contributions and activities as
they apply to their respective jurisdictions.
 
 **13.**
    **BOARD
      COMMITTEES.**
 
 The
Company shall empower its Audit Committee to enforce this **Code**  **of**  **Ethics** . The
Audit Committee will report to the Board of Directors at least once each year
regarding the general effectiveness of the Company's **Code**  **of**  **Ethics** , the
Company's controls and reporting procedures and the Company's business conduct.
 
 **14.**
    **DISCIPLINARY
      MEASURES.**
 
 The
Company shall consistently enforce its **Code**  **of**  **Ethics** and
Business Conduct through appropriate means of discipline. Violations of the Code
shall be promptly reported to the Audit Committee. Pursuant to procedures
adopted by it, the Audit Committee shall determine whether violations of the
Code have occurred and, if so, shall determine the disciplinary measures to be
taken against any employee or agent of the Company who has so violated the Code.
 
 The
disciplinary measures, which may be invoked at the discretion of the Audit
Committee, include, but are not limited to, counseling, oral or written
reprimands, warnings, probation or suspension without pay, demotions, reductions
in salary, termination of employment and restitution.
 
 Persons
subject to disciplinary measures shall include, in addition to the violator,
others involved in the wrongdoing such as (i) persons who fail to use reasonable
care to detect a violation, (ii) persons who if requested to divulge information
withhold material information regarding a violation, and (iii) supervisors who
approve or condone the violations or attempt to retaliate against employees or
agents for reporting violations or violators.