AUTOSTRADA MOTORS, INC.
                                 CODE OF CONDUCT
                                 ---------------
Introduction

     This Code of Conduct (this  "Code")1 is applicable to the (1) President and
Chief Executive  Officer,  (2) Chief  Financial  Officer,  (3) Chief  Accounting
Officer  or  Controller  and (4)  other  persons  performing  similar  functions
(collectively,   the  "Covered   Executives")   of   Autostrada   Motors,   Inc.
("Autostrada").  As used in this Code, "we", "our",  "us" or "Autostrada"  means
Autostrada  Motors,  Inc.,  and "you"  means a Covered  Executive.  The  Covered
Executives hold an important and elevated role in corporate governance,  and are
uniquely  positioned  and empowered to ensure that  Autostrada and its interests
are  appropriately  balanced,  protected and  preserved.  Autostrada's  Board of
Directors (the "Board") has adopted this Code to deter wrongdoing and to promote
honest and ethical  conduct,  proper  disclosure  of  financial  information  in
Autostrada's  periodic  reports and compliance with applicable  laws,  rules and
regulations by Autostrada's senior officers who have financial responsibilities.

General obligations

     In performing your duties, we expect you to:

          * Conduct  yourself  honestly  and  ethically,  including  the ethical
     handling of actual or apparent  conflicts of interest  between personal and
     professional relationships. o Refrain from using your position for personal
     gain or competing directly or indirectly with Autostrada.

          * Provide, or cause to be provided,  full, fair, accurate,  timely and
     understandable  disclosures  in (i) reports and documents that we file with
     the Securities and Exchange Commission (the "SEC") and (ii) in other public
     communications made by us.

          * Comply,  and  encourage  others  reporting to you to comply,  in all
     material respects to all applicable rules and regulations of federal, state
     and local  governments,  the SEC and other  appropriate  private and public
     regulatory agencies.

          * Comply,  and encourage others reporting to you to comply,  with this
     Code and all other codes of business  conduct or ethics  adopted by us from
     time to time.

          * Promptly  report,  and encourage  others reporting to you to report,
     any known  waiver or  violation  of this Code to  Christine  Robinson  or a
     member of the Board.

     This Code is specifically  intended to meet the requirements of Section 406
of the Sarbanes-Oxley Act of 2002 (including any amendments).

Waivers from or Changes to the Code

     The  Board  will  have the sole and  absolute  discretionary  authority  to
approve any changes to this Code and any waivers from this Code. Any waiver from
this  Code,  including  an  implicit  waiver,  for a Covered  Executive  will be
promptly  disclosed on a Form 8-K or any other means  approved by the SEC.  Such
disclosure  will  include  the  nature of the  waiver,  the name of the  Covered
Executive to whom the Board  granted the waiver and the date of the waiver.  Any
change to this Code will be promptly  disclosed as required by law or regulation
of the SEC.



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Administration of and Compliance with this Code

     Procedures for Raising Concerns.  You are expected to comply with this Code
and  to  report  any  possible  violation  of  this  Code,  so  that  it  can be
investigated and evaluated. Concerns may be presented in person or in writing to
a member of the Board.  Concerns may be reported on a confidential and anonymous
basis.  Written  concerns  should  be  addressed  to a  member  of the  Board at
Autostrada Motors, Inc., Attention: Board of Directors, 235 West 500 South, Salt
Lake City, UT 84101.

     Procedures for  Investigating and Resolving  Concerns.  Reports of possible
violations  will be  forwarded  to a member  of the  Board,  who  may,  in their
discretion,  assume  responsibility  for evaluating  any possible  violation and
directing or conducting  any  investigation  or may delegate any portion of such
responsibility  to a  committee  of the Board or another  person or entity.  The
Board will have the authority to engage independent  counsel and other advisers,
as it deems necessary, to assist in its investigation and decision process.

     After conducting the  investigation,  the results will be evaluated and the
Board will authorize such response, follow-up and preventive actions, if any, as
are deemed  necessary and  appropriate  to address the substance of the reported
possible  violation.  We reserve the right to take  whatever  action it believes
appropriate,  up to and including discharge of any Covered Executive  determined
to have engaged in improper conduct.

     We will not  penalize  or  retaliate  against  any  person  or  entity  for
reporting a possible  violation in good faith. We will not tolerate  retaliation
against  any  person  or  entity  for  submitting,  or  for  cooperating  in the
investigation   of,  a  possible   violation.   Any  retaliation   will  warrant
disciplinary  action  against the person who  wrongfully  retaliates,  up to and
including termination of employment.