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CODE OF ETHICS

PENGRAM CORPORATION(the Corporation)

The Board of Directors of the Corporation has adopted the
following Code of Ethics (the Code) for directors and officers of the
Corporation. This purpose of the Code is to:

|1. | focus the Board of Directors and each director and
      officer on areas of ethical risk;
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|   |                                                                                           
|2. | provide guidance to directors to help them recognize and
      deal with ethical issues;  
|   |                                                                                           
|3. | provide mechanisms to report unethical conduct;
  and                                     
|   |                                                                                           
|4. | help foster a culture of honesty and
    accountability.                                  

Each director and officer of the Corporation must comply with
the letter and spirit of this Code.

No code or policy can anticipate every situation that may arise
or replace the thoughtful behavior of an ethical director and officer. Directors
and officers are encouraged to bring questions about particular circumstances
that may implicate one or more of the provisions of this Code to the attention
of the Board of Directors.

A.        CONFLICT OF
INTEREST

Directors and officers must avoid any conflicts of interest
between the director or officer and the Corporation unless the relationship is
approved in advance by the Board of Directors of the Corporation. Any situation
that involves, or may reasonably be expected to involve, a conflict of interest
with the Corporation, should be disclosed promptly to the Corporations Board of
Directors. A conflict of interest can occur when:

|1. | A director's or officers personal interest is adverse
      toor may appear to be adverse tothe interests of the Corporation as a
      whole.                                                   
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|   |                                                                                                                                                                                                     
|2. | A director or officer, or a member of his or her
      immediate family, receives improper personal benefits as a result of his
      or her position as a director of officer of the
  Corporation.

Some of the more common conflicts which directors should avoid
are listed below:

| | a. | Relationship of Corporation with
    Third-Parties                                                                                                                                                                                                                                                                                                                                                                               
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |    | Directors may not receive a personal benefit from a
      person or firm which is seeking to do business or to retain business with
      the Corporation unless approved by the Board of Directors of the
      Corporation. A director or officer shall withdraw him or herself from any
      decision of the Board of Directors involving another firm or corporation
      with which the director or officer is affiliated.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | b. | Compensation from Non-Corporation
Sources                                                                                                                                                                                                                                                                                                                                                                                        
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |    | Directors may not accept compensation (in any form) for
      services performed for the Corporation from any source other than the
      Corporation unless approved by the Board of Directors of the
      Corporation.                                                                                                                                                                                                        
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | c. | Gifts                                                                                                                                                                                                                                                                                                                                                                                                                            
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |    | Directors and officers may not offer, give or receive
      gifts from persons or entities who deal with the Corporation in those
      cases where any such gift is being made in order to influence the
      directors' or officers actions as a member of the Board of Directors or
      the Corporation, or where acceptance of the gifts could create the
      appearance of a conflict of interest.                    

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| | d. | Personal Use of Corporation Assets                                                                                                                                                                                                                                  
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                     
| |    | Directors and officers may not use the Corporations
      assets, labor or information for personal use unless approved by the Board
      of Directors in advance, or as part of a compensation or expense
      reimbursement program available to all directors.

B.        CORPORATE
OPPORTUNITIES

Directors and officers are prohibited from:

|1. | Taking for themselves or their companies opportunities
      that are discovered through the use of Corporations property or
      information or their position as a director or officer;                                                                                         
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                     
|2. | Using the Corporation's property or information for
      personal gain; or                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                     
|3. | Competing with the Corporation for business
      opportunities. However, if the Corporation's disinterested directors
      determine that the Corporation will not pursue an opportunity that relates
      to the Corporation's business, a director or officer may then do
  so.

C.        CONFIDENTIALITY

Directors and officers must maintain the confidentiality of
information entrusted to them by the Corporation and any other confidential
information about the Corporation that comes to them, from whatever source, in
their capacity as a director or officer, except when disclosure is authorized or
legally mandated.

For purposes of this Code, confidential information includes
all non-public information relating to the Corporation.

D.        COMPLIANCE WITH
LAWS, RULES AND REGULATIONS; FAIR DEALING

Directors and officers must comply, and oversee compliance by
employees, officers and other directors and officers, with laws, rules and
regulations applicable to the Corporation, including insider trading laws.

Directors and officers must deal fairly, and must oversee fair
dealing by employees and officers, with the Corporation's customers, suppliers,
competitors and employees.

E.        ENCOURAGING THE
REPORTING OF ANY ILLEGAL OR UNETHICAL BEHAVIOR

Directors and officers should promote ethical behavior and take
steps to ensure the Corporation:

|1. | Encourages employees to talk to supervisors, managers and
      other appropriate personnel when in doubt about the best course of action
      in a particular situation.
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|   |                                                                                                                                                                           
|2. | Encourages employees to report violations of laws, rules,
      regulations or the Corporation's Code of Conduct to appropriate
      personnel;                          
|   |                                                                                                                                                                           
|3. | Informs employees that the Corporation will not allow
      retaliation for reports made in good faith.                                                                   

F.        COMPLIANCE
STANDARDS

Directors and officers should communicate any suspected
violations of this Code promptly to the Board of Directors. Violations will be
investigated by the board or by persons designated by the board, and appropriate
action will be taken in the event of any violations of the Code.

G.        WAIVER OF CODE
OF BUSINESS CONDUCT AND ETHICS

Any waiver of this Code may be made only by the Board of
Directors and must be promptly disclosed to the Corporations shareholders.

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