EZ2 COMPANIES, INC. 

CODE OF ETHICS FOR SENIOR FINANCIAL OFFICERS 

Adopted April 15, 2005 

This Code of Ethics for Senior Financial Officers (the “Code”)  applies to the senior financial officers of EZ2 Companies, Inc., a Nevada corporation  (the “Company”), including the chief executive officer, chief operating  officer, President, chief financial officer, controller, and internal auditor,  if any of the Company and of each significant subsidiary of the Company (collectively  “senior financial officers”). The Company’s senior financial  officers shall, to the best of their knowledge and ability, adhere to and advocate  the following principles and responsibilities governing their professional and  ethical conduct. The failure to adhere to the Code will result in the disciplinary  action deemed appropriate by appropriate supervisory personnel or by the Company’s  board of directors, which may include termination of employment. 

1. Senior financial officers shall act with honesty and integrity. Senior financial  officers shall avoid all actual or apparent conflicts of interest between personal  and professional relationships and shall disclose to the board of directors  any material transaction or relationship that reasonably could be expected to  give rise to such conflict. 

2. Senior financial officers shall endeavor to provide information that is  full, fair, accurate, timely, and understandable in all reports and documents  that the Company files with, or submits to, the Securities and Exchange Commission  (the “SEC”) and other public filings or communications made by the  Company. 

3. Senior financial officers shall endeavor to faithfully comply with all laws,  rules and regulations of federal, state, and local governments, and all applicable  private or public regulatory agencies. 

4. Senior financial officers shall act in good faith, responsibly, with due  care, competence, and diligence. Senior financial officers shall not knowingly  or recklessly misrepresent material facts or allow their independent judgment  to be subordinated. 

5. Senior financial officers shall respect the confidentiality of information  acquired in the course of their employment except when authorized or otherwise  legally obligated to disclose such information. Senior financial officers shall  not use for personal advantage confidential information acquired in the course  of their employment. 

6. Senior financial officers shall proactively promote ethical behavior among  peers and subordinates in the work place. 

7. Senior financial officers shall act responsibly in their use of and control  over the Company’s assets and resources. 

8. Senior financial officers shall promptly report to the board of directors  any violation or suspected violation of the Code. 

Each senior financial officer is expected to adhere at all time to both this  Code and the Company’s Code of Business Conduct and Ethics. Only the audit  committee of the board of directors shall have the authority to approve any  deviation or waiver from this Code. Any waiver and the reasons for it shall  be promptly disclosed in a filing on Form 8-K with the SEC or, subject to satisfaction  of any conditions established by the SEC, posted on the Company’s website.

  ACKNOWLEDGED AND AGREED TO: 

--------------------------------------------------------------------------------  Date: , 2005