Exhibit 10.3


                      CODE OF BUSINESS AND ETHICAL CONDUCT


I.   OVERVIEW

      This Code of Business and Ethical  Conduct (the "Code") of Emerging  Delta
Corporation  (referred  to herein as  "Delta" or the  "Company")  sets forth the
guiding  principles  by which we  operate  the  Company  and  conduct  our daily
business with our stockholders, customers, and with each other. These principles
apply to all of the members of the Company's Board of Directors,  as well as its
officers and employees.

      This Code complies with  requirements for a "code of ethics" under Section
406 of the Sarbanes-Oxley Act of 2002 and the rules promulgated  thereunder,  as
well as the rules of the Nasdaq National Market and the New York Stock Exchange.

      Please sign the acknowledgement form at the end of the Code and return the
form to the Human Resources Department indicating that you have received,  read,
understand  and agree to comply with the Code. The signed  acknowledgement  form
will be located in your personnel file.


II.   PRINCIPLES

      A.    Compliance and Reporting

      Employees  and members of the Board  should  strive to identify  and raise
potential  issues  before  they  lead to  problems,  and  should  ask  about the
application of this Code whenever in doubt.  Any employee or member of the Board
who becomes  aware of any  existing or  potential  violation of this Code should
promptly  notify the  Company's  President,  with a copy to Locke Liddell & Sapp
LLP, attention Curt Ashmos,  outside counsel to Delta. Their contact information
is as follows:


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President                                         Locke Liddell & Sapp LLP
Emerging Delta Corporation                        Mr. Curt Ashmos
111 Congress Ave, 4th Floor                       100 Congress Ave, Suite 300
Austin, TX 78701                                  Austin, TX 78701
Tel: (512)-391-4970                               Tel: (512)-305-4716
Fax: (512-391-6970                                Fax: (512)391-4716
Email: allen@campbellfamilyoffice.com             Email:cashmos@lockeliddell.com
--------------------------------------------------------------------------------

      The Company will take such  disciplinary or preventive  action as it deems
appropriate to address any existing or potential  violation of this Code brought
to its attention.

      Any questions  relating to how these  policies  should be  interpreted  or
applied  should be  addressed  to the  Company's  President,  with a copy to our
outside counsel.

      B.    Personal Conflicts of Interest

      A "personal  conflict of  interest"  occurs when an  individual's  private
interest  improperly  interferes  with the  interests of the  Company.  Personal
conflicts of interest  are  prohibited  as a matter of policy,  unless they have


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been approved by the Company. In particular,  an employee or member of the Board
must never use or attempt to use his or her  position  at the  Company to obtain
any  improper  personal  benefit for  himself or herself,  for his or her family
members, or for any other person,  including loans or guarantees of obligations,
from any person or entity.

      Service to the Company should never be  subordinated  to personal gain and
advantage. Conflicts of interest should, to the extent possible, be avoided.

      Any employee or member of the Board who is aware of a material transaction
or relationship  that could reasonably be expected to give rise to a conflict of
interest should discuss the matter promptly with the Company's President, with a
copy to our outside counsel.

      C.    Corporate Opportunities

      Employees  and  members of the Board owe a duty to the  Company to advance
its  legitimate  business  interests  when  the  opportunity  to do  so  arises.
Employees and members of the Board are prohibited from taking for themselves (or
directing to a third party) a business  opportunity  that is discovered  through
the use of  corporate  property,  information  or  position,  unless the Company
already has been offered the  opportunity  and turned it down.  More  generally,
employees and members of the Board are prohibited from using corporate property,
information or position for personal gain or competing with the Company.

      Sometimes the line between  personal and Company  benefits is difficult to
draw.  The only prudent  course of conduct for our  employees and members of the
Board is to make sure that any use of the Company's property or services, or the
acceptance  of any  opportunity,  that  is not  solely  for the  benefit  of the
Company, is approved beforehand through the Company's President,  with a copy to
our outside counsel.

      D.    Confidentiality

      In carrying out the Company's business, employees and members of the Board
often learn  confidential  or  proprietary  information  about the Company,  its
clients/customers,   prospective   clients/customers  or  other  third  parties.
Employees  and members of the Board must  maintain  the  confidentiality  of all
information  so entrusted  to them,  except when  disclosure  is  authorized  or
legally mandated.  Confidential or proprietary information includes, among other
things,  any  non-public  information  concerning  the  Company,  including  its
businesses,  financial performance, results or prospects, product specifications
or trade secrets and any non-public  information  provided by a third party with
the expectation that the information  will be kept  confidential and used solely
for the business purpose for which it was conveyed.

      E.    Public Disclosure

      It  is  the  Company's   policy  that  the   information   in  its  public
communications,  including  Securities and Exchange Commission filings, be full,
fair,  accurate,  timely and  understandable.  All  employees and members of the
Board who are involved in the Company's  disclosure  process are responsible for
acting in  furtherance  of this policy.  In particular,  these  individuals  are
required to maintain familiarity with the disclosure  requirements applicable to
the Company and are prohibited  from  knowingly  misrepresenting,  omitting,  or
causing  others to  misrepresent  or omit,  material  facts about the Company to
others,  whether  within  or  outside  the  Company,   including  the  Company's
independent auditors. In addition, any employee or member of the Board who has a
supervisory  role in the  Company's  disclosure  process  has an  obligation  to
discharge his or her  responsibilities  diligently.  Please note that management
and  outside  counsel  will  determine  the  types of  information  that must be
disclosed and the timing of such disclosures.

      F.    Compliance with Laws, Rules and Regulations

      It is the Company's  policy to comply with all applicable  laws, rules and
regulations.  It is the personal  responsibility  of each employee and member of
the Board to adhere to the  standards  and  restrictions  imposed by those laws,
rules and regulations.



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      G.    Insider Trading

      Employees who have access to confidential information are not permitted to
use or share  that  information  for  stock  trading  purposes  or for any other
purpose except the conduct of our business. All non-public information about the
Company  should  be  considered  confidential  information.  To  use  non-public
information for personal  financial benefit or to "tip" others who might make an
investment  decision on the basis of this  information is not only unethical but
also illegal.  To avoid even the  appearance of  impropriety,  all employees and
members of the Board are  required  to clear all trades in the  Company's  stock
through the Company's President, with a copy to our outside counsel. If you have
any  questions,  please  refer to the  Company's  Policy on Insider  Trading and
Confidentiality, a copy of which is available from Human Resources, and then ask
the Company's President or outside counsel.

      H.    Fair Dealing

      We do  not  seek  competitive  advantages  through  illegal  or  unethical
business  practices.  Each employee and members of the Board should  endeavor to
deal  fairly  with  the  Company's  clients,   service   providers,   suppliers,
competitors and employees. No employee or member of the Board should take unfair
advantage of anyone through  manipulation,  concealment,  abuse of privileged or
proprietary  information,  misrepresentation  of material  facts,  or any unfair
dealing practice.

      The purpose of business entertainment and gifts in a commercial setting is
to  create  good  will  and  sound  working  relationships,  not to gain  unfair
advantage with  customers.  Gifts or  entertainment  should not ever be offered,
given,  provided  or  accepted  by any  Company  employee,  family  member of an
employee  or agent  unless it: (1) is not a cash gift,  (2) is  consistent  with
customary  business  practices,  (3) is not  excessive  in value,  (4) cannot be
construed as a bribe or payoff and (5) does not violate any laws or regulations.
Please seek advice from the Company's President or outside counsel regarding any
gifts or proposed gifts which you are not certain are appropriate.

      I.    Payments to Government Personnel; Political Contributions

      The U.S. Foreign Corrupt Practices Act prohibits giving anything of value,
directly or indirectly, to officials of foreign governments or foreign political
candidates in order to obtain or retain business.  It is strictly  prohibited to
make illegal payments to government officials of any country.

      In  addition,  the U.S.  government  has a number of laws and  regulations
restricting the giving of business gratuities to U.S. government personnel.  The
promise,  offer or delivery to an official or employee of the U.S. government of
a gift,  favor or other  gratuity  in  violation  of these  rules would not only
violate  Company  policy but could also be a criminal  offense.  State and local
governments, as well as foreign governments, may have similar rules.

      The Company does not contribute,  directly or indirectly, to any political
campaign or party. Employees may not use Company expense accounts to pay for any
personal   political   contributions   or  seek  any  other   form  of   Company
reimbursement.  In  addition,  employees  should not use Company  facilities  or
Company assets for the benefit of any party or candidate,  including an employee
individually running for office.

      J.    Equal Employment Opportunity and Harassment

      Our  focus in  personnel  decisions  is on merit and  contribution  to the
Company's  success.  Concern for the personal  dignity and  individual  worth of
every person is an indispensable element in the standard of conduct that we have
set for  ourselves.  The Company  affords equal  employment  opportunity  to all
qualified persons without regard to any impermissible criterion or circumstance.
This means equal opportunity in regard to each individual's terms and conditions
of  employment  and in regard to any other  matter  that  affects in any way the
working  environment of the employee.  We do not tolerate or condone any type of
discrimination prohibited by law, including harassment.


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      K.    Protection and Proper Use of the Company's Assets

      All employees  should endeavor to protect the Company's  assets and ensure
their efficient use. Theft, carelessness,  and waste have a direct impact on the
Company's  profitability.  Any  suspected  incident of fraud or theft  should be
immediately reported for investigation. Company equipment should not be used for
non-Company business, though incidental personal use may be permitted.

      The obligation of employees to protect the Company's  assets  includes its
proprietary information.  Proprietary information includes intellectual property
such as trade secrets, patents, trademarks, and copyrights, as well as business,
marketing and service  plans,  engineering  and  manufacturing  ideas,  designs,
databases,  records,  salary information and any unpublished  financial data and
reports.  Unauthorized  use or  distribution of this  information  would violate
Company  policy.  It could also be illegal and result in civil or even  criminal
penalties. Please see the Company's policies on information technology usage and
confidentiality in the Delta Employee Handbook for further guidance.

      L.    Health and Safety

      The Company  strives to provide each employee with a safe and healthy work
environment.  Each  employee has a  responsibility  for  maintaining  a safe and
healthy  workplace  for all  employees by following  safety and health rules and
practices and reporting accidents,  injuries and unsafe equipment,  practices or
conditions.

      The Company will not tolerate violence and threatening behavior. Employees
should  report to work in  condition  to  perform  their  duties,  free from the
influence of illegal drugs or alcohol.  The Company will not tolerate the use of
illegal  drugs in the  workplace or on the  Company's  property.  Please see the
Delta Employee Handbook for further guidance.

      M.    Record-Keeping

      The Company  requires  honest and  accurate  recording  and  reporting  of
information in order to make responsible business decisions.  For example,  only
the true and actual number of hours worked should be reported.

      Business  expense  accounts  used  by  employees  must be  documented  and
recorded  accurately.  If  you  are  not  sure  whether  a  certain  expense  is
legitimate, please refer to the rules and guidelines in the Company's travel and
entertainment  policy in the  Employee  Handbook.  All of the  Company's  books,
records,  accounts and  financial  statements  must be  maintained in reasonable
detail, must appropriately  reflect the Company's  transactions and must conform
both to applicable  legal  requirements  and to the Company's system of internal
controls. Unrecorded or "off the books" funds or assets should not be maintained
unless  permitted by applicable law or regulation and approved in writing by the
Chief Financial Officer.

      Business  records and  communications  often become public,  and we should
avoid   exaggeration,    derogatory   remarks,   guesswork,   or   inappropriate
characterizations  of people and  companies  that could be  misunderstood.  This
applies equally to e-mail,  internal memos,  and formal reports.  Records should
always be retained or destroyed  according  to the  Company's  record  retention
policies.  In  accordance  with those  policies,  in the event of  litigation or
governmental  investigation,  threatened  or  known,  please  consult  with  the
Company's President or outside counsel.

III.  REPORTING ILLEGAL OR UNETHICAL BEHAVIOR

      A.    Reporting Illegal or Unethical Behavior

      Employees,  officers  and  members  of the  Board who  suspect  or know of
violations of this Code or illegal or unethical business or workplace conduct by
employees,  officers or members of the Board have an obligation to contact their
supervisor or  superiors,  the Company's  President or outside  counsel.  If the
individuals to whom such information is conveyed are not responsive, or if there

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is reason to believe that  reporting to such  individuals  is  inappropriate  in
particular cases, then the employee,  officer or member of the Board may contact
the Company's  President or outside counsel.  Such  communications  will be kept
confidential to the extent feasible. If the employee is still not satisfied with
the  response,  the  employee  may contact the Audit  Committee  of the Board of
Directors  of the Company  (the  "Audit  Committee")  pursuant to the  Company's
Procedures for Complaints.  If concerns or complaints  require  confidentiality,
then this confidentiality  will be protected to the extent feasible,  subject to
applicable law.

      B.    Accounting Complaints

      Our  policy is to  comply  with all  applicable  financial  reporting  and
accounting  regulations.  If any member of the Board, officer or employee of the
Company has unresolved concerns or complaints regarding questionable  accounting
or auditing matters of the Company, then he or she is encouraged to submit those
concerns or complaints  (anonymously,  confidentially or otherwise) to the Audit
Committee  pursuant to the Company's  Procedures for Complaints.  Subject to its
legal duties,  the Audit  Committee  and the Board of Directors  will treat such
submissions confidentially. Such submissions may be directed to the attention of
the Company's  President,  with a copy to our outside counsel.  The President or
outside counsel will forward all complaints to the Audit Committee.

      C.    Non-Retaliation

      Employees  are  encouraged  to  talk to  supervisors,  managers  or  other
appropriate  personnel about observed illegal or unethical  behavior and when in
doubt about the best  course of action in a  particular  situation.  The Company
will not  retaliate in any manner  against an employee who reports in good faith
violations  or  suspected  violations  of this Code or other known or  suspected
illegal or unethical  conduct.  Employees  are expected to cooperate in internal
investigations of misconduct.

IV.   PROVISIONS  APPLICABLE TO CHIEF  EXECUTIVE  OFFICER,  PRINCIPAL  FINANCIAL
      OFFICER, PRINCIPAL ACCOUNTING OFFICER OR CONTROLLER, OR PERSONS PERFORMING
      SIMILAR FUNCTIONS ("SENIOR OFFICERS")

      All Senior Officers of the Company will:

      A. Act with honesty and integrity,  handle actual or apparent conflicts of
interest in personal and professional relationships in accordance with the Code.

      B. Produce full, fair, accurate,  timely and understandable  disclosure in
reports and documents that the Company files with, or submits to, the Securities
and Exchange Commission and in other public communications made by the Company.

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

      D. Promptly report known or suspected violations of the Code in accordance
with the Code.

      E. Be accountable for adhering to the Code.

V.    AMENDMENT, MODIFICATION AND WAIVER

      The Code may be  amended or  modified  only by the Board of  Directors  of
Delta.  Waivers of the Code  applicable  to  members  of the Board or  executive
officers may only be granted on the  recommendation of the Board of Directors or
a committee of the Board with specific delegated  authority.  Waivers applicable
to  members  of the  Board or  officers  of the  Company  will be  disclosed  to
stockholders  as required by the  Securities  Exchange Act of 1934 and the rules
thereunder and the applicable rules of the Nasdaq National  Market,  or New York
Stock Exchange, as then applicable.  Waivers with respect to any other employee,
agent or contractor  must be approved in writing by the  Company's  President or
outside counsel.

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ACKNOWLEDGEMENT OF RECEIPT OF CODE OF BUSINESS AND ETHICAL CONDUCT


      I have  received  and read the  Company's  Code of  Business  and  Ethical
Conduct.  I understand  the  standards  and  policies  contained in the Code and
understand  that there may be additional  policies or laws specific to my job. I
further agree to comply with the Code.

      If I have questions concerning the meaning or application of the Code, any
Company  policies,  or the legal and regulatory  requirements  application to my
job, I know I can  consult  my  manager,  the Human  Resources  Department,  the
Company's  President or the Company's outsider counsel knowing that my questions
or reports to these sources will be maintained in confidence.


Signed: _____________________________

Print Name: _________________________

Date: _______________________________