EXCLUSIVE
APPAREL, INC.


CODE
OF ETHICS





Introduction





Exclusive
Apparel, Inc. (the "Company") has adopted this Code of Ethics for its senior
financial management to promote honest and ethical conduct and to deter
wrongdoing. This Code applies to the Company's Chief Executive Officer and any
Chief Financial Officer, treasurer, controller and other senior financial
officer that the Company may hire in the future (collectively, "Financial
Managers"). These individuals hold an important and elevated role in our
corporate governance in that they are uniquely capable and empowered to ensure
that all stakeholders' interests are appropriately balanced, protected and
preserved.





Code of
Ethics





Financial
Managers shall adhere to and advocate to the best of their knowledge and ability
the following principles and responsibilities governing their professional and
ethical conduct:





1.   Act
honestly and ethically, including the ethical handling of actual or apparent
conflicts of interest between personal and professional
relationships.





The
Company's reputation depends on honesty and integrity. At the Company, we are
committed to always doing the right thing. As in all other aspects of our
business, we expect our Financial Managers to adhere to the highest standards of
honesty and integrity.





As
part of this Code, Financial Managers are also expected to keep accurate books
and records. Keeping accurate books and records is not only about good corporate
citizenship, but it is also required by law. The Company is a public company and
required to comply with a complex set of rules and regulations of the Securities
and Exchange Commission ("SEC"). It is of utmost importance to the Company that
all transactions and entries in its financial, accounting and other records be
accurate and complete so that the integrity of the Company' business reputation,
financial statements and regulatory filings is preserved. If you are ever
tempted or asked to make a representation - either in a document or in oral
communication - that is other than fully accurate, do not do it. This applies to
each and every detail of our business. It applies with equal force in
circumstances where one might believe that the consequences of the inaccuracy
would be harmless.





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Financial
Managers should also avoid situations that involve any investment, interest or
association that interferes, might interfere, or might appear to interfere, with
the Financial Manager's exercise of independent judgment in the Company's best
interests. A conflict of interest may also present itself indirectly, for
example, through the Financial Manager's investment or involvement in another
company, which does business with the Company. Financial Managers must disclose
all potential conflicts of interest to their immediate supervisor. Those
Financial Managers who are also executive officers of the Company must disclose
potential conflicts of interest to the CEO and the Board of
Directors.





2.   Provide
full, fair, accurate, timely and understandable disclosure in reports and
documents that the Company files with, or submits to, the SEC and in other
public communications the Company makes.





The
Company files annual reports with the SEC. These annual reports contain detailed
financial and other information regarding the Company's business, operations and
financial condition, including our audited financial statements.


The
Company also files with the SEC quarterly reports, which include its unaudited
quarterly financial statements, together with other reports and information. The
disclosures contained in all reports and documents that the Company files with
the SEC, or makes public by other means (such as press releases), must be full,
fair, accurate, timely and understandable.





The
applicable laws require that the Company maintain an overall system of
disclosure controls and procedures that are adequate to meet its obligations to
disclose such information. the Company's disclosure controls and procedures are
designed to ensure that information required to be disclosed by the Company to
the SEC are recorded, processed, summarized and reported. Also, our disclosure
controls and procedures must ensure that financial and non-financial information
required to be disclosed by us is accumulated and communicated to the Company's
management, including our principal executive and financial officers, as
appropriate to allow timely decisions regarding required disclosure. Financial
Managers are expected to comply with the Company's system of disclosure controls
and procedures.





The
applicable laws also require that the Company maintain internal controls and
procedures for financial reporting, designed to provide reasonable assurances
that the Company financial statements are fairly presented in conformity with
generally accepted accounting principles. Financial Managers are expected to
comply with the Company's system of internal controls and procedures for
financial reporting.





Annually,
our independent outside auditors, engage in an examination of our books and
records to complete the annual audit of the Company's financial statements. This
audit is in addition to our internal audit functions. Quarterly,
our independent auditors review our books and records in connection with SEC
filings. Our Financial Managers, just like everyone else in the Company, are
prohibited from indirectly or directly taking any action to fraudulently
influence, coerce, manipulate or mislead the Company's auditors for the purpose
of rendering our financial statements misleading. In addition, all Financial
Managers have the responsibility to assure that complete and full information is
provided to our internal and external auditors and that they receive assistance
and cooperation in the performance of their duties.




3.   Comply
with rules and regulations of federal, state, provincial and local governments,
and other appropriate private and public regulatory agencies, including the
SEC.





Financial
Managers are expected to comply with both the letter and then spirit of all
applicable governmental laws, rules and regulations that apply to the Company
and its businesses. This also means that a Financial Manager is expected to seek
assistance when unsure about how a particular law applies.





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Violations
of this Code





All
Financial Managers are accountable to the Company for their individual adherence
to this Code. A failure to observe the terms of this Code may result in
disciplinary action, up to and including termination of employment. It is also
important to note that violations of this Code may also constitute violations of
law and may result in civil and criminal action against the Company, the
Financial Manager or other Company personnel. Any such civil or criminal action
may result in a wide variety of penalties or sanctions that are adverse to the
Company, the Financial Manager or other Company personnel, including jail time,
financial penalties, restatements of previous disclosures, disgorgement of
profits or bonuses, and cease and desist orders which can bar the Company or the
Financial Manager involved from certain business activities.





Waivers





Any
waiver of this Code will be promptly disclosed to the public in the manner
required by law. Requests for waivers must be made in writing to the Board of
Directors prior to the occurrence of the violation of the Code.





Reporting
Violations





Financial
Managers must promptly report observed violations of this Code to the Chair of
the Company's Board of Directors.























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