**CODE
      OF BUSINESS CONDUCT AND ETHICS**




**THIS
      CODE APPLIES TO EVERY DIRECTOR, OFFICER (INCLUDING THE CHIEF EXECUTIVE OFFICER,
      CHIEF FINANCIAL OFFICER AND CHIEF ACCOUNTING OFFICER), AND EMPLOYEE OF UKARMA
      CORPORATION (THE “COMPANY”).**




To
      further the Company's fundamental principles of honesty, loyalty, fairness
      and
      forthrightness, the Board of Directors of the Company (the " *Board* ")
      has
      established and adopted this Code of Business Conduct and Ethics (this
“ *Code* ”).





This
      Code
      strives to deter wrongdoing and promote the following six objectives:





|· | honest
              and ethical conduct;
|- | -----------------------------------------

|· | avoidance
              of conflicts of interest;
|- | -------------------------------------------------

|· | full,
              fair, accurate, timely and transparent
              disclosure;
|- | ------------------------------------------------------------------------------------

|· | compliance
              with applicable government and self-regulatory organization laws, rules
              and regulations;
|- | -------------------------------------------------------------------------------------------------------------------------------

|· | prompt
              internal reporting of Code violations;
              and
|- | -----------------------------------------------------------------------------

|· | accountability
              for compliance with the Code.
|- | ----------------------------------------------------------




Below,
      we
      discuss situations that require application of our fundamental principles and
      promotion of our objectives. If you believe there is a conflict between this
      Code and a specific procedure, please consult the Company's Board of Directors
      for guidance.





Each
      of
      our directors, officers and employees is expected to:





|· | understand
              the requirements of your position, including Company expectations and
              governmental rules and regulations that apply to your
              position;
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|· | comply
              with this Code and all applicable laws, rules and
              regulations;
|- | -------------------------------------------------------------------------------------------------

|· | report
              any violation of this Code of which you become aware;
              and
|- | --------------------------------------------------------------------------------------------

|· | be
              accountable for complying with this Code.
|- | ----------------------------------------------------------




*We
      are committed to providing our customers with the highest quality products
      that
      truly help them live a*


*happier
      healthier life. We will go about our mission in a socially responsible manner
      so
      we’re conscious*


*about
      the products we are producing and how they are used. Whenever possible, we
      will
      use in our*


*products
      non-toxic and recyclable materials, and those materials and processes which
      are
      not harmful to*


*the
      animals who share our planet. We will never use any animal derived ingredients
      in our products or*


*test
      our products on animals. We will be sensitive to the resources we are expending
      as a company and be*


*compassionate
      about how we conduct our business. We intend to make a fair profit while
      profiting the*


*lives
      of the people we are serving. We will donate a small portion of our profits
      to
      carefully selected*


*charities
      who share our philosophy towards customers, employees and the planet. We will
      be
      considerate*


*to
      our fellow workers, pay them a fair wage, and offer them decent benefits. We
      will strive at all times to*


*have
      a positive relationship with ourselves, our employees, our customers and our
      environment. We*


*believe
      in karma and the belief that it represents the sum of all that an individual
      has
      done, is currently*


*doing
      and will do. As a corporate citizen we will seek to generate good karma in
      all* *we
      do* .





**Table
                Of Contents**


ETHICS
                  ADMINISTRATOR
              3ACCOUNTING
                  POLICIES
              3AMENDMENTS
                  AND MODIFICATIONS OF THIS CODE
              3ANTI
                  BOYCOTT AND U.S. SANCTIONS LAWS
              3ANTITRUST
                  AND FAIR COMPETITION LAWS
              4BRIBERY
              5COMPLIANCE
                  WITH LAWS, RULES AND REGULATIONS
              5COMPUTER
                  AND INFORMATION SYSTEMS
              5CONFIDENTIAL
                  INFORMATION BELONGING TO OTHERS
              6CONFIDENTIAL
                  AND PROPRIETARY INFORMATION
              6CONFLICTS
                  OF INTEREST
              7CORPORATE
                  OPPORTUNITIES AND USE AND PROTECTION OF COMPANY ASSETS
              8DISCIPLINE
                  FOR NONCOMPLIANCE WITH THIS CODE
              9DISCLOSURE
                  POLICIES AND CONTROLS
              9ENVIRONMENT,
                  HEALTH AND SAFETY
              9FILING
                  OF GOVERNMENT REPORTS
              9FOREIGN
                  CORRUPT PRACTICES ACT
              10INSIDER
                  TRADING OR TIPPING
              10INTELLECTUAL
                  PROPERTY: PATENTS, COPYRIGHTS AND TRADEMARKS
              11INVESTOR
                  RELATIONS AND PUBLIC AFFAIRS
              12POLITICAL
                  CONTRIBUTIONS
              12PROHIBITED
                  SUBSTANCES
              12RECORD
                  RETENTION
              13REPORTING
                  VIOLATIONS OF THIS CODE
              13WAIVERS
              13CONCLUSION
              13








**ETHICS
      ADMINISTRATOR**





All
      matters concerning this Code shall be heard by the Board of
      Directors.




**ACCOUNTING
      POLICIES**





The
      Company will make and keep books, records and accounts, which in reasonable
      detail accurately and fairly present the Company’s transactions.





All
      directors, officers, employees and other persons are prohibited from directly
      or
      indirectly falsifying or causing to be false or misleading any financial or
      accounting book, record or account. You and others are expressly prohibited
      from
      directly or indirectly manipulating an audit, and from destroying or tampering
      with any record, document or tangible object with the intent to obstruct a
      pending or contemplated audit, review or federal investigation. The commission
      of, or participation in, one of these prohibited activities or other illegal
      conduct will subject you to federal penalties, as well as to punishment, up
      to
      and including termination of employment.





No
      director, officer or employee of the Company may directly or indirectly make
      or
      cause to be made a materially false or misleading statement, or omit to state,
      or cause another person to omit to state, any material fact necessary to make
      statements made not misleading, in connection with the audit of financial
      statements by independent accountants, the preparation of any required reports
      whether by independent or internal accountants, or any other work which involves
      or relates to the filing of a document with the Securities and Exchange
      Commission (“ *SEC* ”).





**AMENDMENTS
      AND MODIFICATIONS OF THIS CODE** ****





There
      shall be no amendment or modification to this Code except upon approval by
      the
      Board of Directors.





In
      case
      of any amendment or modification of this Code that applies to an officer or
      director of the Company, the amendment or modification shall be posted on the
      Company's website within two days of the board vote or shall be otherwise
      disclosed as required by applicable law or the rules of any stock exchange
      or
      market on which the Company's securities are listed for trading. Notice posted
      on the website shall remain there for a period of twelve months and shall be
      retained in the Company's files as required by law.





**ANTI-BOYCOTT
      AND U.S. SANCTIONS LAWS** ****





The
      Company must comply with anti-boycott laws of the United States, which prohibit
      it from participating in, and require us to report to the authorities any
      request to participate in, a boycott of a country or businesses within a
      country. If you receive such a request, report it to your immediate superior,
      our CEO, or to the chairman of the Board of Directors. We will also not engage
      in business with any government, entity, organization or individual where doing
      so is prohibited by applicable laws.




3




**ANTITRUST
      AND FAIR COMPETITION LAWS** ****





The
      purpose of antitrust laws of the United States and most other countries is
      to
      provide a level playing field to economic competitors and to promote fair
      competition. No director, officer or employee, under any circumstances or in
      any
      context, may enter into any understanding or agreement, whether express or
      implied, formal or informal, written or oral, with an actual or potential
      competitor, which would illegally limit or restrict in any way either party’s
      actions, including the offers of either party to any third party. This
      prohibition includes any action relating to prices, costs, profits, products,
      services, terms or conditions of sale, market share or customer or supplier
      classification or selection.





It
      is our
      policy to comply with all U.S. antitrust laws. This policy is not to be
      compromised or qualified by anyone acting for or on behalf of our Company.
      You
      must understand and comply with the antitrust laws as they may bear upon your
      activities and decisions. Anti-competitive behavior in violation of antitrust
      laws can result in criminal penalties, both for you and for the Company.
      Accordingly, any question regarding compliance with antitrust laws or your
      responsibilities under this policy should be directed to our CEO or the chairman
      of the Board of Directors, who may then direct you to our legal counsel. Any
      director, officer or employee found to have knowingly participated in violating
      the antitrust laws will be subject to disciplinary action, up to and including
      termination of employment.





Below
      are
      some scenarios that are prohibited and scenarios that could be prohibited for
      antitrust reasons. These scenarios are not an exhaustive list of all prohibited
      and possibly prohibited antitrust conduct. Again, when in doubt about any
      situation, whether it is discussed below or not, you should consult with our
      CEO
      or the chairman of the Board of Directors, who may then direct you to our legal
      counsel.





The
      following scenarios are prohibited for antitrust or anti-competition reasons:





|· | proposals
              or agreements or understanding-express or implied, formal or informal,
              written or oral-with any competitor regarding any aspect of competition
              between the Company and the competitor for sales to third
              parties;
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|· | proposals
              or agreements or understanding with customers which restrict the price
              or
              other terms at which the customer may resell or lease any product to
              a
              third party; or
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|· | proposals
              or agreements or understanding with suppliers which restrict the price
              or
              other terms at which the Company may resell or lease any product or
              service to a third party.
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




The
      following business arrangements could raise anti-competition or antitrust law
      issues. Before entering into them, you must consult with our CEO or the chairman
      of the Board of Directors, who may then direct you to our legal counsel:





|· | exclusive
              arrangements for the purchase or sale of products or
              services;
|- | ----------------------------------------------------------------------------------------------------



4




|· | bundling
              of goods and services;
|- | ---------------------------------------------

|· | technology
              licensing agreements that restrict the freedom of the licensee or
              licensor; or
|- | ---------------------------------------------------------------------------------------------------------------------

|· | agreements
              to add an employee of the Company to another entity’s board of
              Directors.
|- | ----------------------------------------------------------------------------------------------------------------



**BRIBERY** ****





You
      are
      strictly forbidden from offering, promising or giving money, gifts, loans,
      rewards, favors or anything of value to any governmental official, employee,
      agent or other intermediary (either inside or outside the United States) which
      is prohibited by law. Those paying a bribe may subject the Company and
      themselves to civil and criminal penalties. When dealing with government
      customers or officials, no improper payments will be tolerated. If you receive
      any offer of money or gifts that is intended to influence a business decision,
      it should be reported to your supervisor, our CEO or the chairman of the Board
      of Directors immediately.





The
      Company prohibits improper payments in all of its activities, whether these
      activities are with governments or in the private sector.




**COMPLIANCE
      WITH LAWS, RULES AND REGULATIONS** ****





The
      Company's goal and intention is to comply with the laws, rules and regulations
      by which we are governed. In fact, we strive to comply not only with
      requirements of the law but also with recognized compliance practices. All
      illegal activities or illegal conduct are prohibited whether or not they are
      specifically set forth in this Code.





Where
      law
      does not govern a situation or where the law is unclear or conflicting, you
      should discuss the situation with your supervisor, our CEO or the chairman
      of
      the Board of Directors, who may then direct you to our legal counsel. Business
      should always be conducted in a fair and forthright manner. Directors, officers
      and employees are expected to act according to high ethical standards.




**COMPUTER
      AND INFORMATION SYSTEMS** ****





For
      business purposes, officers and employees are provided telephones and computer
      workstations and software, including network access to computing systems such
      as
      the Internet and e-mail, to improve personal productivity and to efficiently
      manage proprietary information in a secure and reliable manner. You must obtain
      the permission from your supervisor or our CEO to install any software on any
      Company computer or connect any personal laptop to the Company network. As
      with
      other equipment and assets of the Company, we are each responsible for the
      appropriate use of these assets. Except for limited personal use of the
      Company's telephones and computer/e-mail, such equipment may be used only for
      business purposes. Officers and employees should not expect a right to privacy
      of their e-mail or Internet use. All e-mails or Internet use on Company
      equipment is subject to monitoring by the Company.




5




**CONFIDENTIAL
      INFORMATION BELONGING TO OTHERS** ****





You
      must
      respect the confidentiality of information, including, but not limited to,
      trade
      secrets and other information given in confidence by others, including but
      not
      limited to partners, suppliers, contractors, competitors or customers, just
      as
      we protect our own confidential information. However, certain restrictions
      about
      the information of others may place an unfair burden on the Company's future
      business. For that reason, directors, officers and employees should coordinate
      with your supervisor or the CEO to ensure appropriate agreements are in place
      prior to receiving any confidential third-party information. In addition, any
      confidential information that you may possess from an outside source, such
      as a
      previous employer, must not, so long as such information remains confidential,
      be disclosed to or used by the Company. Unsolicited confidential information
      submitted to the Company should be refused, returned to the sender where
      possible and deleted, if received via the Internet.




**CONFIDENTIAL
      AND PROPRIETARY INFORMATION** ****





It
      is the
      Company's policy to ensure that all operations, activities and business affairs
      of the Company and our business associates are kept confidential to the greatest
      extent possible. Confidential information includes all non-public information
      that might be of use to competitors, or that might be harmful to the Company
      or
      its customers if disclosed. Confidential and proprietary information about
      the
      Company or its business associates belongs to the Company, must be treated
      with
      strictest confidence and is not to be disclosed or discussed with others.





Unless
      otherwise agreed to in writing, confidential and proprietary information
      includes any and all methods, inventions, improvements or discoveries, whether
      or not patentable or copyrightable, and any other information of a similar
      nature disclosed to the directors, officers or employees of the Company or
      otherwise made known to the Company as a consequence of or through employment
      or
      association with the Company (including information originated by the director,
      officer or employee). This can include, but is not limited to, information
      regarding the Company's business, products, processes, and services. It also
      can
      include information relating to research, development, inventions, trade
      secrets, intellectual property of any type or description, data, business plans,
      marketing strategies, engineering, contract negotiations, contents of the
      Company intranet and business methods or practices.





The
      following are examples of information that is not considered confidential:





|· | information
              that is in the public domain to the extent it is readily
              available;
|- | -----------------------------------------------------------------------------------------------------------

|· | information
              that becomes generally known to the public other than by disclosure
              by the
              Company or a director, officer or employee;
              or
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|· | information
              you receive from a party that is under no legal obligation of
              confidentiality with the Company with respect to such
              information.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



6





We
      have
      exclusive property rights to all confidential and proprietary information
      regarding the Company or our business associates. The unauthorized disclosure
      of
      this information could destroy its value to the Company and give others an
      unfair advantage. You are responsible for safeguarding Company information
      and
      complying with established security controls and procedures. All documents,
      records, notebooks, notes, memoranda and similar repositories of information
      containing information of a secret, proprietary, confidential or generally
      undisclosed nature relating to the Company or our operations and activities
      made
      or compiled by the director, officer or employee or made available to you prior
      to or during the term of your association with the Company, including any copies
      thereof, unless otherwise agreed to in writing, belong to the Company and shall
      be held by you in trust solely for the benefit of the Company, and shall be
      delivered to the Company by you on the termination of your association with
      us
      or at any other time we request.


**CONFLICTS
      OF INTEREST** ****





Conflicts
      of interest can arise in virtually every area of our operations. A “conflict of
      interest” exists whenever an individual’s private interests interfere or
      conflict in any way (or even appear to interfere or conflict) with the interests
      of the Company. We must strive to avoid conflicts of interest. We must each
      make
      decisions solely in the best interest of the Company. Any business, financial
      or
      other relationship with suppliers, customers or competitors that might impair
      or
      appear to impair the exercise of our judgment solely for the benefit of the
      Company is prohibited.





Here
      are
      some examples of conflicts of interest:





|· | ***Family
              Members***—Actions
              of family members may create a conflict of interest. For example, gifts
              to
              family members by a supplier of the Company are considered gifts to
              you
              and must be reported. Doing business for the Company with organizations
              where your family members are employed or that are partially or fully
              owned by your family members or close friends may create a conflict
              or the
              appearance of a conflict of interest. For purposes of this Code “family
              members” includes any child, stepchild, grandchild, parent, stepparent,
              grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law,
              daughter-in-law, brother-in-law or sister-in-law, and adoptive
              relationships.
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|· | ***Gifts,
              Entertainment, Loans, or Other Favors***—Directors,
              officers and employees shall not seek or accept personal gain, directly
              or
              indirectly, from anyone soliciting business from, or doing business
              with
              the Company, or from any person or entity in competition with us. Examples
              of such personal gains are gifts, non-business-related trips, gratuities,
              favors, loans, and guarantees of loans, excessive entertainment or
              rewards. However, you may accept gifts of a nominal value. Other than
              common business courtesies, directors, officers, employees and independent
              contractors must not offer or provide anything to any person or
              organization for the purpose of influencing the person or organization
              in
              their business relationship with us.
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



7




Directors,
      officers and employees are expected to deal with advisors or suppliers who
      best
      serve the needs of the Company as to price, quality and service in making
      decisions concerning the use or purchase of materials, equipment, property
      or
      services. Directors, officers and employees who use the Company's advisors,
      suppliers or contractors in a personal capacity are expected to pay market
      value
      for materials and services provided.





|· | ***Outside
              Employment***—Officers
              and employees may not participate in outside employment, self-employment,
              or serve as officers, directors, partners or consultants for outside
              organizations, if such activity:
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|o | reduces
              work efficiency;
|- | --------------------------------------

|o | interferes
              with your ability to act conscientiously in our best interest;
              or
|- | --------------------------------------------------------------------------------------------------------

|o | requires
              you to utilize our proprietary or confidential procedures, plans or
              techniques.
|- | --------------------------------------------------------------------------------------------------------------------




You
      must
      inform your supervisor or the CEO of any outside employment, including the
      employer’s name and expected work hours.





You
      should report any actual or potential conflict of interest involving yourself
      or
      others of which you become aware to your supervisor or our CEO. Officers and
      directors should report any actual or potential conflict of interest involving
      yourself or others of which you become aware to the chairman of the Board of
      Directors.




**CORPORATE
      OPPORTUNITIES AND USE AND PROTECTION OF COMPANY ASSETS**





You
      are
      prohibited from:





|· | taking
              for yourself, personally, opportunities that are discovered through
              the
              use of Company property, information or
              position;
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|· | using
              Company property, information or position for personal gain;
              or
|- | -------------------------------------------------------------------------------------------------

|· | competing
              with the Company.
|- | -----------------------------------------




You
      have
      a duty to the Company to advance its legitimate interests when the opportunity
      to do so arises.





You
      are
      personally responsible and accountable for the proper expenditure of Company
      funds, including money spent for travel expenses or for customer entertainment.
      You are also responsible for the proper use of property over which you have
      control, including both Company property and funds and property that customers
      or others have entrusted to your custody. Company assets must be used only
      for
      proper purposes.





Company
      property should not be misused. Company property may not be sold, loaned or
      given away regardless of condition or value, without proper authorization.
      Each
      director, officer and employee should protect our assets and ensure their
      efficient use. Theft, carelessness and waste have a direct impact on the
      Company's profitability. Company assets should be used only for legitimate
      business purposes.




8




**DISCIPLINE
      FOR NONCOMPLIANCE WITH THIS CODE** ****





Disciplinary
      actions for violations of this Code can include oral or written reprimands,
      suspension or termination of employment or a potential civil lawsuit against
      you. The violation of laws, rules or regulations, which can subject the Company
      to fines and other penalties, may result in your criminal prosecution.


**DISCLOSURE
      POLICIES AND CONTROLS** ****





The
      continuing excellence of the Company's reputation depends upon our full and
      complete disclosure of important information about the Company that is used
      in
      the securities marketplace. Our financial and non-financial disclosures and
      filings with the SEC must be transparent, accurate and timely. Proper reporting
      of reliable, truthful and accurate information is a complex process involving
      cooperation between many departments and disciplines. We must all work together
      to insure that reliable, truthful and accurate information is disclosed to
      the
      public.





The
      Company must disclose to the SEC, current security holders and the investing
      public information that is required, and any additional information that may
      be
      necessary to ensure the required disclosures are not misleading or inaccurate.
      The Company requires you to participate in the disclosure process, which is
      overseen by our CEO and principal accounting officer. The disclosure process
      is
      designed to record, process, summarize and report material information as
      required by all applicable laws, rules and regulations. Participation in the
      disclosure process is a requirement of a public company, and full cooperation
      and participation by our CEO, principal accounting officer and, upon request,
      other employees in the disclosure process is a requirement of this Code.





Officers
      and employees must fully comply with their disclosure responsibilities in an
      accurate and timely manner or be subject to discipline of up to and including
      termination of employment.




**ENVIRONMENT,
      HEALTH AND SAFETY** ****





The
      Company is committed to managing and operating our assets in a manner that
      is
      protective of human health and safety and the environment. It is our policy
      to
      comply, in all material respects, with applicable health, safety and
      environmental laws and regulations. Each employee is also expected to comply
      with our policies, programs, standards and procedures.




**FILING
      OF GOVERNMENT REPORTS** ****





Any
      reports or information provided, on our behalf, to federal, state, local or
      foreign governments should be true, complete and accurate. Any omission,
      misstatement or lack of attention to detail could result in a violation of
      the
      reporting laws, rules and regulations.




9




**FOREIGN
      CORRUPT PRACTICES ACT** ****





The
      United States Foreign Corrupt Practices Act prohibits giving anything of value,
      directly or indirectly, to foreign government officials or foreign political
      candidates in order to obtain, retain or direct business. Accordingly, corporate
      funds, property or anything of value may not be, directly or indirectly, offered
      or given by you or an agent acting on our behalf, to a foreign official, foreign
      political party or official thereof or any candidate for a foreign political
      office for the purpose of influencing any act or decision of such foreign person
      or inducing such person to use his influence or in order to assist in obtaining
      or retaining business for, or directing business to, any person.





You
      are
      also prohibited from offering or paying anything of value to any foreign person
      if it is known or there is a reason to know that all or part of such payment
      will be used for the above-described prohibited actions. This provision includes
      situations when intermediaries, such as affiliates, or agents, are used to
      channel payoffs to foreign officials.




**INSIDER
      TRADING OR TIPPING** ****





Directors,
      officers and employees who are aware of material, non-public information from
      or
      about the Company (an “ *insider* ”),
      are
      not permitted, directly or through family members or other persons or entities,
      to:





|· | buy
              or sell securities (or derivatives relating to such securities) of
              the
              Company, or
|- | --------------------------------------------------------------------------------------------------------------------------------

|· | pass
              on, tip or disclose material, nonpublic information to others outside
              the
              Company including family and friends.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------




Such
      buying, selling or trading of securities may be punished by discipline of up
      to
      and including termination of employment; civil actions, resulting in penalties
      of up to three times the amount of profit gained or loss avoided by the inside
      trade or stock tip, or criminal actions, resulting in fines and jail time.





Examples
      of information that may be considered material, non-public information in some
      circumstances are:





|· | undisclosed
              annual, quarterly or monthly financial results, a change in earnings
              or
              earnings projections, or unexpected or unusual gains or losses in major
              operations;
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|· | undisclosed
              negotiations and agreements regarding mergers, concessions, joint
              ventures, acquisitions, divestitures, business combinations or tender
              offers;
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|· | undisclosed
              major management changes;
|- | ---------------------------------------------------

|· | a
              substantial contract award or termination that has not been publicly
              disclosed;
|- | -------------------------------------------------------------------------------------------------------------



10




|· | a
              major lawsuit or claim that has not been publicly
              disclosed;
|- | ------------------------------------------------------------------------------------------

|· | the
              gain or loss of a significant customer or supplier that has not been
              publicly disclosed;
|- | ------------------------------------------------------------------------------------------------------------------------

|· | an
              undisclosed filing of a bankruptcy petition by the
              Company;
|- | ------------------------------------------------------------------------------------------

|· | information
              that is considered confidential; and
|- | --------------------------------------------------------------

|· | any
              other undisclosed information that could affect our stock
              price.
|- | ------------------------------------------------------------------------------------------------




The
      same
      policy also applies to securities issued by another company if you have acquired
      material, nonpublic information relating to such company in the course of your
      employment or affiliation with the Company.





When
      material information has been publicly disclosed, each insider must continue
      to
      refrain from buying or selling the securities in question until the third
      business day after the information has been publicly released to allow the
      markets time to absorb the information.




**INTELLECTUAL
      PROPERTY: PATENTS, COPYRIGHTS AND TRADEMARKS** ****





Except
      as
      otherwise agreed to in writing between the Company and an officer or employee,
      all intellectual property you conceive or develop during the course of your
      employment shall be the sole property of the Company. The term intellectual
      property includes any invention, discovery, concept, idea, or writing whether
      protectable or not by any United States or foreign copyright, trademark, patent,
      or common law including, but not limited to designs, materials, compositions
      of
      matter, machines, manufactures, processes, improvements, data, computer
      software, writings, formula, techniques, know-how, methods, as well as
      improvements thereof or know-how related thereto concerning any past, present,
      or prospective activities of the Company. Officers and employees must promptly
      disclose in writing to the Company any intellectual property developed or
      conceived either solely or with others during the course of your employment
      and
      must render any and all aid and assistance, at our expense, to secure the
      appropriate patent, copyright, or trademark protection for such intellectual
      property.





Copyright
      laws may protect items posted on a website. Unless a website grants permission
      to download the Internet content you generally only have the legal right to
      view
      the content. If you do not have permission to download and distribute specific
      website content you should contact your supervisor or our CEO, who may refer
      you
      to our legal counsel.





If
      you
      are unclear as to the application of this Intellectual Property Policy or if
      questions arise, please consult with your supervisor or our CEO, who may refer
      you to our legal counsel.




11




**INVESTOR
      RELATIONS AND PUBLIC AFFAIRS** ****





It
      is
      very important that the information disseminated about the Company be both
      accurate and consistent. For this reason, all matters relating to the Company's
      internal and external communications are handled by our CEO (or, if retained
      for
      such purpose, a public relations consultant). Our CEO (or a public relations
      consultant retained by the Company) is solely responsible for public
      communications with stockholders, analysts and other interested members of
      the
      financial community. Our CEO (or a public relations consultant retained by
      the
      Company) is also solely responsible for our marketing and advertising activities
      and communication with employees, the media, local communities and government
      officials. Our CEO serves as the Company's spokesperson in both routine and
      crisis situations.





We
      will
      not allow retaliation against an employee for reporting a possible violation
      of
      this Code in good faith. Retaliation for reporting a federal offense is illegal
      under federal law and prohibited under this Code. Retaliation for reporting
      any
      violation of a law, rule or regulation or a provision of this Code is
      prohibited. Retaliation will result in discipline, up to and including
      termination of employment, and may also result in criminal prosecution. However,
      if a reporting individual was involved in improper activity the individual
      may
      be appropriately disciplined even if he or she was the one who disclosed the
      matter to the Company. In these circumstances, we may consider the conduct
      of
      the reporting individual in reporting the information as a mitigating factor
      in
      any disciplinary decision.




**POLITICAL
      CONTRIBUTIONS** ****





You
      must
      refrain from making any use of Company, personal or other funds or resources
      on
      behalf of the Company for political or other purposes which are improper or
      prohibited by the applicable federal, state, local or foreign laws, rules or
      regulations. Company contributions or expenditures in connection with election
      campaigns will be permitted only to the extent allowed by federal, state, local
      or foreign election laws, rules and regulations.





You
      are
      encouraged to participate actively in the political process. We believe that
      individual participation is a continuing responsibility of those who live in
      a
      free country.




**PROHIBITED
      SUBSTANCES** ****





We
      have
      policies prohibiting the use of alcohol, illegal drugs or other prohibited
      items, including legal drugs which affect the ability to perform one’s work
      duties, while on Company premises. We also prohibit the possession or use of
      alcoholic beverages, firearms, weapons or explosives on our property unless
      authorized by our CEO. You are also prohibited from reporting to work while
      under the influence of alcohol or illegal drugs. We reserve the right to perform
      pre-employment and random drug testing on employees, as permitted by law.




12




**RECORD
      RETENTION** ****





The
      alteration, destruction or falsification of corporate documents or records
      may
      constitute a criminal act. Destroying or altering documents with the intent
      to
      obstruct a pending or anticipated official government proceeding is a criminal
      act and could result in large fines and a prison sentence of up to 20 years.
      Document destruction or falsification in other contexts can result in a
      violation of the federal securities laws or the obstruction of justice laws.





**REPORTING
      VIOLATIONS OF THIS CODE**





You
      should be alert and sensitive to situations that could result in actions that
      might violate federal, state, or local laws or the standards of conduct set
      forth in this Code. If you believe your own conduct or that of a fellow employee
      may have violated any such laws or this Code, you have an obligation to report
      the matter.





Generally,
      you should raise such matters first with an immediate supervisor. However,
      if
      you are not comfortable bringing the matter up with your immediate supervisor,
      or do not believe the supervisor has dealt with the matter properly, then you
      should raise the matter with our CEO who may, if a law, rule or regulation
      is in
      question, then refer you to our legal counsel. The most important point is
      that
      possible violations should be reported and we support all means of reporting
      them.





Directors
      and officers should report any potential violations of this Code to the chairman
      of the Board of Directors or to our legal counsel.





**WAIVERS** ****





There
      shall be no waiver of any part of this Code for any director or officer except
      by a vote of the Board of Directors. In case a waiver of this Code is granted
      to
      a director or officer, the notice of such waiver shall be posted on our website
      within five days of the Board’s vote or shall be otherwise disclosed as required
      by applicable law or the rules of any stock exchange or market on which the
      Company's securities are listed for trading. Notices posted on our website
      shall
      remain there for a period of 12 months and shall be retained in our files as
      required by law.





**CONCLUSION** ****





This
      Code
      is an attempt to point all of us at the Company in the right direction, but
      no
      document can achieve the level of principled compliance that we are seeking.
      In
      reality, each of us must strive every day to maintain our awareness of these
      issues and to comply with the Code’s principles to the best of our abilities.
      Before we take an action, we must always ask ourselves:





|· | Does
              it feel right?
|- | ---------------------------------

|· | Is
              this action ethical in every way?
|- | --------------------------------------------------

|· | Is
              this action in compliance with the law?
|- | --------------------------------------------------------



13




|· | Could
              my action create an appearance of impropriety?
|- | ------------------------------------------------------------------

|· | Am
              I trying to fool anyone, including myself, about the propriety of this
              action?
|- | -------------------------------------------------------------------------------------------------------------




If
      an
      action would elicit the wrong answer to any of these questions, do not take
      it.
      We cannot expect perfection, but we do expect good faith. If you act in bad
      faith or fail to report illegal or unethical behavior, then you will be subject
      to disciplinary procedures. We hope that you agree that the best course of
      action is to be honest, forthright and loyal at all times.





14