EXHIBIT 99.1

                               ETHICAL GUIDELINES

                        ADOPTED BY THE BOARD OF DIRECTORS
                                       OF
                            CYGENE LABORATORIES, INC.
                              ON SEPTEMBER 15, 2004

INTRODUCTION

         These Ethical Guidelines will serve as CyGene Laboratories, Inc.'s
("CyGene") Code of Ethics ("Guidelines") and as such they cover a wide spectrum
of business practices and procedures. They do not cover every issue that may
arise, but they set out some basic principles to guide all employees and
directors of CyGene. We expect all of our employees and directors to comply with
them and to seek to avoid even the appearance of improper behavior. These
Guidelines should also be provided to and followed by CyGene's agents and
representatives, including consultants. Although the Guidelines refer to our
employees and sometimes, our officers (each of whom is an employee) and
directors, all Guidelines apply to our directors even when we do not
specifically refer to them.

         If a law conflicts with a policy in these Guidelines, you must comply
with the law. If you have any questions about these conflicts, you should ask
your supervisor how to handle the situation.

         Those who violate these Guidelines may be subject to disciplinary
action, which may include termination of employment, depending on the nature of
the violation. If you are in a situation, which you believe may violate or lead
to a violation of these Guidelines, follow the recommendations described in
Section 14 below.

1.       COMPLIANCE WITH LAWS, RULES AND REGULATIONS

         Obeying the law, both in letter and in spirit, is the foundation on
which CyGene's ethical standards and our reputation are built. All employees
must respect and obey the laws of the cities, states and nations in which we
operate. Although not all employees are expected to know the details of these
laws, it is important to know enough to determine when to seek advice from
supervisors, managers or other appropriate personnel.

         If requested, CyGene will hold information and training sessions to
promote compliance with laws, rules and regulations, including insider trading
laws.


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2.       CONFLICTS OF INTEREST

         A "conflict of interest" exists when a person's private interest
interferes in any way with the interests of CyGene. A conflict may arise when an
employee, officer or director takes actions or has interests that may make it
difficult to perform his or her CyGene work objectively and effectively.
Conflicts of interest may also arise when an employee, officer or director, or
members of his or her family, receives improper personal benefits as a result of
his or her position with CyGene. For example, loans to, or guarantees of
obligations of, employees and their family members may create conflicts of
interest. CyGene cannot make any loans to executive officers and directors.

         Because it is usually a conflict of interest for a CyGene employee to
perform services simultaneously for a customer or supplier, prior board of
directors' approval is required. You are not allowed to work for a competitor as
a consultant or board member. The best policy is to avoid any direct or indirect
business connection with our customers, suppliers or competitors, except on our
behalf. Conflicts of interest are prohibited as a matter of CyGene policy,
except under specific guidelines approved by the Board of Directors. Conflicts
of interest may not always be clear-cut, so if you have a question, you should
consult with higher levels of management or CyGene's legal counsel. Any
employee, officer or director who becomes aware of a conflict or potential
conflict should bring it to the attention of a supervisor, manager or other
appropriate personnel or consult the procedures described in Section 14 below.

3.       INSIDER TRADING

         Employees who have access to confidential information are not permitted
to use or share that information for trading purposes or for any other purpose
except the conduct of our business. All non-public information about CyGene
should be considered confidential information. To use non-public information for
personal benefit (financial or otherwise) or to "tip" others who might make an
investment decision on the basis of this information is not only unethical but
also illegal. In order to assist with compliance with laws against insider
trading, CyGene has adopted a specific policy governing employees' trading in
securities of CyGene. This policy has been distributed to our employees and
directors and is also available upon request to every employee and director. If
you have any questions, please consult Michael D. Harris, Esq., CyGene's SEC
counsel at 561-689-4441.

4.       CORPORATE OPPORTUNITIES

         Employees, officers and directors are prohibited from taking for
themselves personally, opportunities that are discovered through the use of
corporate property, information, or position, without the written consent of the
Board of Directors. No employee, officer or director may use corporate property,
information, or position, for improper personal gain, and no employee may
compete with CyGene directly or indirectly. Employees, officers and directors
owe a duty to CyGene to advance its legitimate interests when the opportunity to
do so arises.

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5.       COMPETITION AND FAIR DEALING

         We seek to outperform our competition fairly and honestly. Stealing or
misappropriating proprietary information, possessing trade secret information
that was obtained without the owner's consent, or inducing such disclosures by
current or former employees of other companies is prohibited. Each employee
should endeavor to respect the rights of, and deal fairly with, CyGene's
customers, suppliers, competitors and other employees. No employee should take
unfair advantage of anyone through manipulation, concealment, abuse of
privileged information, misrepresentation of material facts, or any other
intentional unfair dealing practice. The purpose of business entertainment and
gifts in a commercial setting is to create goodwill and sound working
relationships, not to gain unfair advantage with customers. No gift or
entertainment should ever be offered, given, provided or accepted by any CyGene
employee, officer or director (or family member) 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 discuss with your supervisor any gifts or
proposed gifts which you are not certain are appropriate. Please use common
sense.

6.       DISCRIMINATION AND HARASSMENT

         The diversity of CyGene's employees is a tremendous asset. We are
firmly committed to providing equal opportunity in all aspects of employment and
will not tolerate any illegal discrimination or harassment. Examples may include
derogatory comments based on racial or ethnic characteristics and unwelcome
sexual advances.

7.       HEALTH AND SAFETY

         CyGene strives to provide each employee with a safe and healthy work
environment. Each employee has 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.

         Violence and threatening behavior are not permitted. Employees should
report to work in condition to perform their duties, free from the influence of
illegal drugs or alcohol. The use of alcohol or illegal drugs in the workplace
will not be tolerated.

8.       RECORD-KEEPING

         CyGene 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.

         Some employees are authorized to use business expense accounts, which
must be documented and recorded accurately. If you are not sure whether a
certain expense is legitimate, ask your supervisor or CyGene's chief financial
officer or controller.

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         All of CyGene's books, records, accounts and financial statements must
be maintained in reasonable detail, must appropriately reflect CyGene's
transactions and must conform both to applicable legal requirements and to
CyGene's system of internal controls.

         Business records and communications often become public, and we should
avoid exaggeration, derogatory remarks, guesswork, or inappropriate
characterizations of people and companies that can be misunderstood. This
applies equally to e-mail, internal memos, and formal reports. Recently, reports
have surfaced of embarrassing comments made in emails that have caused harm to
companies. Please exercise common sense in writing emails. Records should always
be retained or destroyed according to CyGene's record retention policies. In
accordance with those policies, in the event of litigation or governmental
investigation please consult CyGene's legal counsel.

9.       CONFIDENTIALITY

         Employees must maintain the confidentiality of confidential information
entrusted to them by CyGene or its customers except when disclosure is
authorized by CyGene's legal counsel or required by laws or regulations.
Confidential information includes all non-public information that might be of
use to competitors, or harmful to CyGene or its customers, if disclosed. It also
includes information that suppliers and customers have entrusted to us. The
obligation to preserve confidential information continues even after employment
ends. In connection with this obligation, every employee is bound by a
confidentiality agreement contained in our employee handbook when he or she
began his or her employment with CyGene.

10.      PROTECTION AND PROPER USE OF CYGENE ASSETS

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

         The obligation of employees to protect CyGene'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, ideas, designs, databases, records, salary
information and any unpublished financial data and reports. Unauthorized use or
distribution of this information would violate CyGene policy, it could also be
illegal and result in civil or even criminal penalties.

11.      PAYMENTS TO GOVERNMENT PERSONNEL

         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. The
Act also applies to the making of improper payments to obtain business from
commercial customers in the United States.

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         In addition, the U.S. government has a number of laws and regulations
regarding business gratuities which may be accepted by 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 CyGene policy but could also be a criminal offense. State and
local governments, as well as foreign governments, may have similar rules. Our
legal counsel can provide guidance to you in this area.

12.      WAIVERS OF THESE ETHICAL GUIDELINES

         Any waiver of these Guidelines for executive officers or directors may
be made only by the Board of Directors or a Board committee and may be promptly
disclosed as required by law.

13.      REPORTING ANY ILLEGAL OR UNETHICAL BEHAVIOR

         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. It is the
policy of CyGene not to allow retaliation for reports of misconduct by others
made in good faith by employees. Employees are expected to cooperate fully in
internal investigations of misconduct.

         Any employee may submit a good faith concern regarding questionable
accounting, internal accounting controls or auditing matters or other matters in
confidence and without fear of dismissal or retaliation of any kind to John J.
Signorelli, who is a director. He may be reached as follows: PO Box 386, Goldens
Bridge, NY 10526, (914) 241-2076. You may also submit such a concern to our
legal counsel, Michael D. Harris, Esquire, 1555 Palm Beach Lakes Boulevard,
Suite 310, West Palm Beach, FL 33401, (561) 689-4441.

14.      COMPLIANCE PROCEDURES

         We must all work to ensure prompt and consistent action against
violations of these Guidelines. However, in some situations it is difficult to
know if a violation has occurred. Since we cannot anticipate every situation
that will arise, it is important that we have a way to approach a new question
or problem. These are the steps to keep in mind:

o        Make sure you have all the facts in order to reach the right solutions,
         we must be as fully informed as possible.

o        Ask yourself: What specifically am I being asked to do? Does it seem
         unethical or improper? This will enable you to focus on the specific
         question you are faced with, and the alternatives you have. Use your
         judgment and common sense; if something seems unethical or improper, it
         probably is.

o        Clarify your responsibility and role. In most situations, there is
         shared responsibility. Are your colleagues informed? It may help to get
         others involved and discuss the problem.

o        Discuss the problem with your supervisor. This is the basic guidance
         for all situations. In many cases, your supervisor will be more


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         knowledgeable about the question, and will appreciate being brought
         into the decision-making process. Remember that it is your supervisor's
         responsibility to help solve problems.

o        Seek help from other CyGene resources. In the rare case where it may
         not be appropriate to discuss an issue with your supervisor, or where
         you do not feel comfortable approaching your supervisor with your
         question, discuss it with your office manager or with a human resources
         officer.

o        You may report ethical violations in confidence and without fear of
         retaliation. If your situation requires that your identity be kept
         secret, your anonymity will be protected. You may go outside of CyGene
         as described in Section 13 above. CyGene does not permit retaliation of
         any kind against employees for good faith reports of illegal or
         unethical behavior.

o        Always ask first, act later. If you are unsure of what to do in any
         situation, seek guidance before you act.

15.      SPECIAL POLICIES WITH RESPECT TO CERTAIN OFFICERS

         The Chief Executive Officer ("CEO") and all senior financial officers,
including the Chief Financial Officer ("CFO") and principal accounting officer,
are bound by all of the provisions set forth above, including those relating to
ethical conduct, conflicts of interest and compliance with law. In addition, the
CEO, CFO and other senior financial officers are subject to the following
additional specific policies:

         1. The CEO, CFO and all senior financial officers are responsible for
full, fair, accurate, timely and understandable disclosure in the periodic
reports required to be filed by CyGene with the Securities and Exchange
Commission. Accordingly, it is the responsibility of the CEO, CFO and each
senior financial officer promptly to bring to the attention of the Board of
Directors any material information of which he or she may become aware that
affects the disclosures made by CyGene in its public filings or otherwise assist
the Board, in fulfilling its responsibilities.

         2. The CEO, CFO and each senior financial officer shall promptly bring
to the attention of the Board, any information he or she may have concerning (a)
significant deficiencies in the design or operation of internal controls which
could adversely affect CyGene's ability to record, process, summarize and report
financial data or (b) any fraud, whether or not material, that involves
management or other employees who have a significant role in CyGene's financial
reporting, disclosures or internal controls.

         3. The CEO, CFO and each senior financial officer shall promptly bring
to the attention of our legal counsel, or the CEO, any information he or she may
have concerning any violation of these Guidelines, including any actual or
apparent conflicts of interest between personal and professional relationships,
involving any management or other employees who have a significant role in
CyGene's financial reporting, disclosures or internal controls.

         4. The CEO, CFO and each senior financial officer shall promptly bring
to the attention of CyGene's legal counsel or the CEO, any information he or she
may have concerning evidence of a material violation of the securities or other
laws, rules or regulations applicable to CyGene and the operation of its


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business, by CyGene or any agent thereof, or of violation of these Guidelines or
of these additional special policies and procedures.

         5. The Board of Directors shall determine, or designate appropriate
persons to determine, appropriate actions to be taken in the event of violations
of these Guidelines or these additional special procedures by the CEO, CFO and
CyGene's senior financial officers. Such actions shall be reasonably designed to
deter wrongdoing and to promote accountability for adherence to these Guidelines
and to these additional special procedures, and shall include written notices to
the individual involved that the Board has determined that there has been a
violation, censure by the Board, demotion or re-assignment of the individual
involved, suspension with or without pay or benefits (as determined by the
Board) and termination of the individual's employment. In determining what
action is appropriate in a particular case, the Board of Directors or such
designee shall take into account all relevant information, including the nature
and severity of the violation, whether the violation was a single occurrence or
repeated occurrences, whether the violation appears to have been intentional or
inadvertent, whether the individual in question had been advised prior to the
violation as to the proper course of action and whether or not the individual in
question had committed other violations in the past.

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