EXHIBIT 16


ES
      Bancshares, Inc.


Code
      of
      Business Conduct and Ethics





**Section
      1 - Overview**





**1.1**
            **Purpose
                of the Code**







This
      Code
      of Business Conduct and Ethics (“Code”) is intended to deter wrongdoing and
      promote:




|· | Honest
              and ethical conduct, including the ethical handling of actual or apparent
              conflicts of interest between personal and professional
              relationships;
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|· | Full,
              fair, accurate timely and understandable disclosure in documents the
              Company files with, or submits to, the Securities and Exchange Commission
              (“SEC”) and in all public communications made by the
              Company;
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|· | Compliance
              with applicable governmental laws, rules and
              regulations;
|- | ------------------------------------------------------------------------------------------------



|· | Prompt
              internal reporting to designated persons of violations of the Code;
              and
|- | ----------------------------------------------------------------------------------------------------------



|· | Accountability
              for adherence to the Code.
|- | -------------------------------------------------------






**1.2**
            **Application
                of the Code**




The
      Code
      applies to all directors (where applicable), officers and employees of ES
      Bancshares, Inc. and its subsidiaries and affiliates (the “Company”), including
      Empire State Bank .
      The
      Code applies to all employee decisions and activities within the scope of
      employment, or when representing the Company in any capacity. *A
      copy of the Code will be included in the orientation package provided to new
      employees and the Code will be incorporated into the Employee
      Handbook* .
      All
      current and future directors and employees will be asked to sign a written
      confirmation that they have reviewed the Code in its entirety, and agree to
      adhere to its provisions.





All
      Company managers must be familiar with the requirements of the Code, and should
      encourage employees to apply the Code to their daily activities and decisions,
      and to seek guidance from the appropriate individuals when additional
      information or explanation is needed. Each executive officer and director shall
      affirm annually to the entire board of directors that the executive officer
      or
      director has read and complied with the Code, and that they do not know of
      any
      unreported violations of the Code.





**This
      Code in no way supercedes or supplants applicable law and regulations.
      Accordingly, employees and directors should not assume that, if their conduct
      complies with this Code, it complies with applicable laws or
      regulations.** Compliance with applicable law and regulations is the personal responsibility
      of
      each director, officer and employee and cannot be delegated to any other
      person.





Employees
      are responsible for talking with their supervisors to determine what laws,
      regulations and policies apply to them. Directors, officers and employees are
      directed to make available to the persons they supervise applicable Company
      policies and procedures.










**1.3**
            **Obtaining
                Guidance**





If
      you
      need additional explanation regarding a particular provision of the Code, or
      if
      you need guidance in a specific situation, please contact your immediate
      supervisor (or, in the case of directors, the Audit Committee of the Board of Directors). If you are an employee and are
      uncomfortable speaking to your immediate supervisor, or if you require
      additional guidance after having consulted with your supervisor, you are
      encouraged to contact the Company’s Chief
      Executive Officer.





You
      may
      contact any manager for guidance on any sensitive personal matter, such as
      possible discrimination or harassment.





**1.4**
            **Reporting
                Violations of the Code**





Acting
      with the highest standard of ethics and integrity is critical to the success
      of
      our Company, and must be reflected in our daily decisions and actions. It is
      the
      duty and responsibility of each employee and director to understand and adhere
      to the principles provided in this Code so that potential issues may be
      effectively and efficiently resolved and the valuable reputation of the Company
      preserved. Any known or suspected violation of this Code must be promptly
      reported. This includes violations or possible violations involving you, another
      employee, including managers, or an agent acting on behalf of the Company.
      Any
      violation of law, rule or regulation applicable to the Company and/or corporate
      policy is also a violation of this Code. Violations of this Code may result
      in
      disciplinary action up to and including immediate termination of employment.





If
      you
      know of or suspect a violation of the Code, including actions or failures to
      act, immediately report the matter to your manager, the Company’s Chief
      Executive Officer and, in the case of directors, to the Audit Committee of
      the
      Board of Directors. If you are not comfortable reporting a known or suspected
      violation to any of these persons, you may contact the Chairperson of the Audit
      Committee at the telephone number, address or e-mail address included in our
      employee manual, or any other member of the Audit Committee, **** to
      leave
      a confidential message.





In
      addition, concerns regarding questionable accounting, internal accounting
      controls or auditing matters may be made directly to any member of the Audit
      Committee.





All
      concerns or complaints will be promptly investigated and appropriate action
      taken. No person expressing concerns or complaints will be subject to any
      disciplinary or other adverse action by the Company absent a knowingly false
      report. All concerns or complaints may be made anonymously and will remain
      confidential. Please provide sufficient information to allow parties to properly
      investigate your concerns or complaints. The Company will retain a record of
      all
      concerns and complaints, and the results of its investigations, for five years.










**Section
      2 - Confidentiality of Information**





**2.1**
            **General**





Every
      employee has a strict responsibility to safeguard all confidential Company
      information entrusted to (or known by) him or her. Each employee must respect
      and maintain confidentiality regarding the transactions and affairs of the
      Company.





A
      customer’s financial or personal information is strictly confidential and must
      never be used or disclosed in an improper or inappropriate manner. This
      information may not be used as a basis for personal investment decisions.
      Employees must treat as confidential customer information in accordance with
      the
      provisions of this Code.





Financial
      information about the Company is not to be given to persons outside the Company
      unless it has been reported to the shareholders or has otherwise been made
      available to the public. Exceptions to this general policy include disclosure
      to
      attorneys, accountants and other professionals working on behalf of the Company,
      as well as regulatory examiners. Any and all subpoenas of or for information
      received by an employee of the Company shall be forwarded to our Chief Executive
      Officer for review and response.





Employees
      possessing information that could influence decisions regarding the purchase
      or
      sale of Company stock must take precautions to ensure that this information
      is
      not inappropriately shared with others, including other employees. Employees
      with material nonpublic information cannot buy or sell Company stock. For more
      information on your obligations, please contact the Company’s Chief Executive
      Officer.





This
      section also applies to information inadvertently received by employees,
      including e-mails, facsimile transmissions, all types of mail, including
      inter-office mail, and all other forms of written, verbal or electronic
      communications.





**2.2**
            **Examples
                of Confidential Information**





|· | The
              identity of customers and potential customers and their personal, business
              and financial information;
|- | -------------------------------------------------------------------------------------------------------------------------------------

|· | Non-public
              business and financial information of the
              Company;
|- | -----------------------------------------------------------------------------------------

|· | Personal
              information regarding any employee of the
              Company;
|- | ---------------------------------------------------------------------------------------

|· | Personal
              or non-public business information regarding any supplier, vendor or
              agent
              of the Company;
|- | ---------------------------------------------------------------------------------------------------------------------------------------------

|· | Information
              related to, including the identity of, potential candidates for mergers
              and acquisitions;
|- | ---------------------------------------------------------------------------------------------------------------------------------

|· | Information
              regarding the Company’s business strategies, plans or
              proposals;
|- | --------------------------------------------------------------------------------------------------------

|· | Information
              related to computer software programs, whether proprietary or
              standard;
|- | ---------------------------------------------------------------------------------------------------------------

|· | Information
              related to documentation systems, information databases, customized
              hardware or other information systems and technological
              developments;
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|· | Manuals,
              processes, policies, procedures, compositions, opinion letters, ideas,
              innovations, inventions, formulas and other proprietary information
              belonging to the Company or related to the Company’s
              activities;
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------








|· | Security
              information, including without limitation, policies and procedures,
              passwords, personal identification numbers (PINs) and electronic access
              keys;
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|· | Communications
              by, to and from regulatory agencies;
|- | -----------------------------------------------------------------

|· | Certain
              communications with or from attorneys for the Company; and
|- | --------------------------------------------------------------------------------

|· | Any
              other information which may be deemed confidential, or which may be
              protected according to the Company’s Customer Privacy Policy.
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------




**2.3**
            **Examples
                of Material Inside Information**







Generally,
      material inside information is defined as any information that is confidential
      in nature, and that a reasonable investor would likely consider important in
      deciding whether to buy, sell, or hold the Company’s stock. The following types
      of information, if not generally known or publicly announced, should be
      considered material inside information and treated according to the provisions
      of this Code:







|· | Proposals
              or plans for mergers and acquisitions;
|- | --------------------------------------------------------------

|· | Earnings
              estimates or results, whether for the month, quarter or year;
|- | ------------------------------------------------------------------------------------

|· | Determinations
              as to cash or stock dividends to be paid by the Company;
|- | -------------------------------------------------------------------------------------

|· | New
              product innovation, development or implementation;
|- | --------------------------------------------------------------------

|· | Major
              litigation, adverse regulatory proceeding or material threat of either
              event;
|- | ---------------------------------------------------------------------------------------------------------------

|· | Significant
              operational issues, including changes in reserves for losses, charge-offs
              or recoveries;
|- | --------------------------------------------------------------------------------------------------------------------------------

|· | Significant
              expansion of operations, whether geographic or otherwise, or the
              curtailment of current or future planned operations;
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------

|· | Any
              other information that, if known, would likely influence the decisions
              of
              investors; and
|- | --------------------------------------------------------------------------------------------------------------------------------------

|· | Significant
              new trends in interest rate risk, interest rate spread or loan
              performance.
|- | -------------------------------------------------------------------------------------------------------------------




**Section
      3 - Conflicts of Interest**





**3.1**
            **General**





Our
      ability to act fairly and with integrity is critical in maintaining the trust
      we
      have established with our customers, our shareholders, our suppliers and
      vendors, our regulators and the communities we serve. Everyone must avoid any
      action or situation that conflicts with the interests of the Company or its
      customers, or which gives the appearance of a conflict. The appearance of a
      conflict can at times be as damaging as an actual conflict, and can diminish
      the
      valuable relationships we have developed with others. We should consistently
      conduct ourselves in the best interests of the Company, its customers,
      shareholders and employees, and should avoid situations that have the potential
      to impair or affect independence and objective judgment. Any potential conflict
      of interest must be approved in advance by the Company’s Chief Executive
      Officer. If it involves a director or executive officer, the matter must be
      approved in advance by the Audit Committee of the board of directors.










**3.2**
            **Personal
                or Related Business Opportunities**







Directors
      and employees must avoid conflicts involving business opportunities that may
      arise as a result of their service or employment with the Company. These
      conflicts not only damage the Company’s reputation but also may constitute
      criminal violations of federal law. The following are brief guidelines regarding
      improper business opportunities or relationships that must be reported. These
      guidelines are not intended to be the only business situations that may involve
      a conflict of interest.







|· | Accepting
              a business opportunity from someone doing business with or wanting
              to do
              business with the Company that (1) is not available to other individuals
              on similar terms; or (2) is made available to you because of your position
              with the Company.
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|· | Personally
              accepting a business opportunity that belongs to the Company.
|- | --------------------------------------------------------------------------------------




|· | Engaging
              in a business opportunity that competes with the Company, whether directly
              or indirectly.
|- | ------------------------------------------------------------------------------------------------------------------------------




|· | Engaging
              in a business opportunity with the Company through an entity in which
              the
              employee or director has an undisclosed interest.
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




Employees
      must disclose to the Chief Executive Officer and directors must disclose to
      the
      Audit Committee if a relative or business associate of the employee or the
      director provides or is seeking to provide goods or services to the Company.





**3.3**
            **Employment
                Outside of the Company**





Outside
      employment may compromise an employee’s judgment or impede the employee’s
      ability to act in the Company’s best interests. Accordingly, full-time employees
      may not work full-time for another employer. A part-time employee may work
      for
      another employer, and a full-time employee may work part-time for another
      employer with the written approval the Company’s Chief Executive Officer (or
      with the approval of the Company’s Audit Committee with respect to outside
      employment by the Company’s Chief Executive Officer), provided that such
      employment does not place the employee in a position of competition with the
      Company, whether direct or indirect.





**3.4**
            **Preferential
                Treatment in Providing Services**







Every
      customer and employee is entitled to respect, courtesy and equality. Employees
      must provide the highest level of professionalism and service on a consistent
      and equal basis. The following are guidelines on how to avoid preferential
      treatment of certain individuals or businesses.




|· | Employees
              must avoid favoring the interests of certain customers, suppliers or
              other
              employees. All standard practices, policies and procedures apply to
              all
              similarly situated individuals and the general public.
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------








|· | Employees
              must avoid the appearance of, or actual preferential treatment for
              themselves, relatives, friends or business associates. Employees may
              not
              be involved in Company matters regarding their own business or the
              business of their relatives, friends or business associates. In these
              situations, employees should have an unrelated employee handle the
              matter.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




**3.5**
            **Gifts
                To and From Directors and Employees**





Directors
      and employees are discouraged from accepting gifts of any kind in their capacity
      as a representative or an employee of the Company. Soliciting or accepting
      anything of value in connection with a business transaction may be a violation
      of law, with penalties including both monetary fines and imprisonment. A
      director or employee, however, is permitted to accept gifts of nominal value,
      except if the gift would affect, or may be perceived to affect, the judgment
      or
      objectivity of that individual or where there is an intention to influence
      or
      reward any business decision or transaction, whether before or after the
      decision or transaction is discussed or consummated. **Gifts
      exceeding $100.00 in value must be reported to the Chief Executive
      Officer**  **within
      ten (10) days of receipt.**







We
      recognize the following exceptions to the prohibition on accepting of gifts,
      which are listed below and which would not violate this Code:









|· | **Meals
              and entertainment.**Employees may periodically give or receive meals, refreshments, or
              other
              forms of entertainment, including tickets to sporting events, etc.,
              if:
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|· | The
              items are of reasonable value; and
|- | ----------------------------------------------------

|· | The
              purpose of the meeting or attendance at the event is business
              related.
|- | ------------------------------------------------------------------------------------------------------




|· | **Advertising
              and Promotional Materials.**Employees may occasionally accept or give advertising or promotional
              materials of nominal value, such as pens, pencils, notepads, calendars,
              etc. Gifts of promotional and advertising materials should not exceed
              $100.00 in value.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|· | **Cash
              and Personal Gifts.**Gifts to employees from customers may be intended as sincere expressions
              of friendship and appreciation based on the personal relationships
              that
              develop in the normal conduct of business.Gifts
              of cash, in any amount,
              and any other gifts valued in excess of $100.00, whether in the form
              of
              food, merchandise, unusual discounts, entertainment or the use of customer
              or supplier facilities,should
              be courteously declinedas
              contrary to Company policy. Properly handled, this can be done without
              offense. Gifts of cash include cash equivalents such as gift certificates,
              checks, money orders, securities or other items that may readily be
              converted to cash. However, acceptance of gifts, gratuities, amenities
              or
              favors based on obvious family or personal relationships (such as those
              between the parents, children or spouse of a corporation official)
              where
              the circumstances make it clear that those relationships, rather than
              the
              business of the corporation, are the motivating factor are acceptable.
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------








|· | **Gifts
              Rewarding Service or Accomplishment.**Employees may accept gifts from a civic, charitable or religious
              organization specifically related to the employee’s service or
              accomplishment.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|· | **Discounts
              or Rebates.**Employees
              may take advantage of discounts on the Company’s products or services if
              they are offered to all employees generally. Employees may also
              periodically accept discounts or rebates on merchandise or services
              from a
              customer or supplier, provided that such discounts or rebates are offered
              with the same terms and conditions to all other employees, and the
              value
              of such discounts or rebates does not exceed $100.00. This limitation
              does
              not apply to discounts or rebates widely available to the general public.
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




**3.6**
            **Gifts
                to Government Officials.**





Various
      laws and regulations impose certain restrictions on giving anything of value
      (including office space, meals, transportation, etc.) to elected and appointed
      officials, including employees of the Company’s regulatory agencies. Registered
      lobbyists are subject to additional restrictions. Employees should consult
      with
      the Chief Executive Officer before entertaining or providing goods or services
      to any such person.





**3.7**
            **Memberships
                on Corporate Boards or Advisory
                Committees**





If
      you
      are an employee (other than the Chief Executive Officer) and are considering
      accepting an invitation to serve as a board member of an outside company,
      advisory board, committee or agency, you must first obtain appropriate approval
      from the Company’s Chief Executive Officer. The Chief Executive Officer must
      first obtain appropriate approval from the Company’s Audit
      Committee.





The
      Company’s consent is not required for membership on the boards of charitable or
      community organizations, as long as such activity does not conflict or interfere
      with your duties as a Company employee and does not reflect negatively on the
      Company.





In
      general, it is permissible for employees to serve as a director (or in a
      substantially similar capacity) of another company only under the following
      circumstances:





|· | The
              other company must not be a competitor of the Company or be engaged
              in a
              business that enhances the marketability of or otherwise supports the
              products or services of a competitor of the
              Company.
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|· | If
              the company is one in which the Company has invested, the prior consent
              of
              the Chief Executive Officer of the Company must be
              obtained.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|· | You
              must not make, participate in or influence decisions on behalf of the
              Company that relate to the Company’s relationship with the other
              company.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|· | The
              company’s business must not be illegal, immoral or otherwise reflect
              negatively on the Company.
|- | -------------------------------------------------------------------------------------------------------------------------------








**3.8**
            **Other
                Potential Conflicts of Interest**





No
      statement of policy can address all situations that may present a conflict
      of
      interest for employees or directors. The Company must rely on the character,
      integrity and judgment of its employees to avoid those situations that may
      create a conflict of interest, or the appearance of a conflict. In situations
      not specifically addressed in this Code, or in instances in which employees
      or
      directors need additional guidance or explanation regarding a particular
      situation, employees (other than the Chief Executive Officer) are encouraged
      to
      consult their immediate supervisor, or to contact the Company’s Chief Executive
      Officer. Our Chief Executive Officer and directors should consult the Audit
      Committee regarding these matters.





**Section
      4 - Use of Company Property and Company Time**





**4.1**
            **General**







In
      order
      to maintain our efficient operation, all Company property should be closely
      protected and used primarily for business-related purposes. This limitation
      includes, but is not limited to, the following:







|· | Employees’
              use of Company technology, including voicemail, electronic mail,
              facsimiles, internet and other electronic communication should be
              primarily for business-related purposes, and should be used in a manner
              that does not adversely affect the Company’s reputation or that of its
              employees;
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|· | Employees
              should exercise caution in safeguarding all electronic programs and
              technology, data and communications, including any and all information
              accessed inadvertently or in error;
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|· | Employees
              should exercise a reasonable amount of caution in ensuring the physical
              security of Company property, including laptop computers, mobile
              telephones, pagers and other mobile equipment belonging to the Company,
              especially when such property is used off Company premises;
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|· | Employees
              should not use, modify or provide access to Company property, including
              facilities, records technology, data and documentation, except as
              authorized in the course of employment; and
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|· | Employees
              are prohibited from creating or using unlicensed copies of computer
              software programs, whether proprietary or standard.
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------








**4.2**
            **Use
                of Intellectual Property**







Any
      and
      all innovations created by a Company employee in his/her capacity as an employee
      become the exclusive property of the Company, and cannot be used for any other
      purpose without the express prior written consent of the Company. These
      innovations are generally considered “intellectual property,” which belong
      exclusively to the Company, and include, but are not limited to, the following
      examples:




|· | Innovations
              in products and services;
|- | ---------------------------------------------------




|· | All
              forms of expression prepared by employees of the Company in the course
              of
              employment, including those committed to paper, e-mail, facsimile
              transmissions, computer memory, audio, video or other tangible medium;
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|· | Any
              work product of an employee created or developed in the course of
              employment whether or not it qualifies as an invention for patent
              protection;
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|· | All
              confidential information such as computer software programs, manuals,
              handbooks, documentation, customer lists or databases, client profiles
              or
              marketing strategies and plans; and
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|· | All
              Company names, trademarks, servicemarks, product names, program names
              and
              other forms of identification.
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------




**4.3**
            **Removal
                of Company Property**





The
      improper removal of Company property from its premises is prohibited. This
      includes unauthorized disclosure or transmittal of Company information or
      Company records or materials to outside parties.





Upon
      termination of employment with the Company, employees are required to return
      all
      Company property to the Company. This includes intellectual property, described
      in Section 4.2 above, all hard copy and computer stored information, data and
      documentation, whether originals or copies, customer lists and databases,
      computer hardware and software, statistical or other scientific analysis,
      product pricing information, including formulas and models, financial data
      and
      analysis, cellular telephones and pagers, corporate credit cards and telephone
      access cards, facilities access cards and keys, and any other Company
      information or property obtained or acquired during an employee’s tenure with
      the Company. To the extent permitted by applicable law, the Company reserves
      the
      right to withhold compensation or other payments from employees until all
      property has been returned.





**4.4**
            **Use
                of Company Time**





During
      working hours and during any period of time that an employee is utilizing
      Company facilities or equipment, employees should devote substantially all
      of
      the employee’s time to his/her employment duties.









**4.5**
            **Rebates
                or Refunds to Company**





Payments
      to or by employees in the nature of a bribe or kickback are strictly prohibited.
      Any rebate, refund or any form of compensation not specifically provided by
      or
      authorized by the Company, received either directly or through a third party
      and
      paid either to or by employees is prohibited. Company policy permits employees
      to retain miles or points earned from airlines, hotels, car rental agencies,
      etc., for personal use, and therefore miles or points are excluded from the
      requirements of this provision.





**4.6**
            **Accounting
                Practices**







All
      employees are expected to observe and comply with generally accepted accounting
      principles, the system of internal controls and disclosure controls and
      procedures established by the Company and provisions of the federal securities
      laws requiring that corporate books and records accurately and fairly reflect
      in
      reasonable detail the financial condition and results of operations of the
      Company. Company policies are intended to promote full, fair, accurate, timely
      and understandable disclosure in reports and documents filed with the SEC and
      in
      the Company’s public statements. In furtherance of these requirements, employees
      must practice the following:









|· | No
              false, misleading or artificial entries shall be made on corporate
              books,
              records and reports for any reason;
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------




|· | No
              undisclosed or unrecorded corporate funds or assets shall be established
              for any purpose; and
|- | ----------------------------------------------------------------------------------------------------------------------------




|· | No
              payments from corporate funds or other assets shall be approved or
              be made
              with the intention or understanding that any part of such payment will
              be
              used for any purpose other than that described by the documents supporting
              the payment. All payments must be supported with appropriately approved
              purchase orders, invoices or receipts, expense reports or other customary
              documents, all in accordance with established policy.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




In
      accordance with the rules promulgated by the SEC under the Sarbanes-Oxley Act
      of
      2002, it is unlawful for any officer or director of the Company or any other
      person acting under the direction of such person, to take any action to
      fraudulently influence, coerce, manipulate, or mislead any independent public
      or
      certified accountant engaged in the performance of any audit of the Company’s
      financial statements for the purpose of rendering such financial statements
      materially misleading.







**Section
      5 - Political, Governmental and Non-Profit Contributions and Activities**





**5.1**
            **General**





Employees
      may participate in our government and political processes. However,
      participation must be in the employee’s individual capacity and not as a
      representative of the Company. Only lobbyists, employees and agents of the
      Company who have been formally engaged to act on behalf of the Company may
      participate in political activities in that capacity.





No
      employee may make a contribution on behalf of the Company, or offer the use
      of
      Company facilities, equipment or personnel in connection with any political
      party, candidate or election, whether partisan or non-partisan.





**5.2**
            **Participation
                in Non-Profit
                Organizations**





Employees
      are encouraged to actively participate in non-profit organizations that support
      the communities and customers served by the Company. The Company provides many
      opportunities for its employees to participate in non-profit services and
      events, and also encourages employees to participate in activities beyond those
      sponsored or promoted by the Company.





In
      instances in which an individual participates in non-profit activities or
      services in their capacity as an employee of the Company, employees must do
      so
      with the same level of ethics, professionalism and integrity exercised in the
      workplace. This includes a duty to avoid situations that may present a conflict
      of interest or the appearance of a conflict. Employees must not represent that
      they are making decisions on behalf of the Company. Any pledge or gesture of
      the
      Company’s support or participation in a non-profit organization must receive
      advance approval from the Company’s Chief Executive Officer.





**Section
      6 - Personal Conduct**





**6.1**
            **General**





Employees
      are the Company’s most valuable asset, and the proper conduct of employees is
      essential to the success of the Company. It is imperative that all employees
      conduct their daily activities, transactions and interactions with customers,
      fellow employees, our regulators and others with the highest standard of
      integrity and professionalism. Employees should act in a courteous and
      considerate manner at all times, and should be respectful of the rights of
      others. Employees are expected to refrain from any dishonest or inappropriate
      act in connection with their employment. The Company, at its discretion, is
      the
      sole determiner of what types of conduct are improper, and what, if any, action
      will be taken in instances in which employees exhibit improper or inappropriate
      behavior. Inappropriate behavior includes any activity through which an employee
      reduces or destroys his or her effectiveness, the effectiveness of a fellow
      employee, or the ability of the Company to serve its customers.





Employees
      are required to maintain eligibility for coverage under the Company’s fidelity
      bond under federal law and as a condition of employment. Employees are also
      expected to exhibit appropriate behavior outside of the workplace in accordance
      with the Employee Handbook, as improper behavior beyond the confines of one’s
      employment may also reflect negatively on the Company.










**6.2**
            **Corporate
                Policies**





All
      directors and employees are required to comply with the requirements of all
      policies of the Company. Directors and employees must also comply with the
      procedures implementing and effectuating the provisions of these policies.





This
      section applies to all Company policies, including, but not limited to, human
      resource policies, legal and compliance policies, privacy and security policies,
      corporate governance guidelines, as well as this Code. Failure to comply with
      Company policies and procedures (including this Code) may result in disciplinary
      action up to and including termination of employment. Such action is in addition
      to any criminal or civil liability which might be imposed by any court or
      regulatory agency.





**Section
      7 - Administration and Waivers**





**7.1**
            **Administration**





This
      Code
      will be administered, interpreted and monitored by the Company’s Audit
      Committee. General questions and requests for additional information on this
      Code should be directed to the Chief Executive Officer.





**7.2**
            **Waivers
                and Amendments**





Any
      requests for waivers of this Code for employees who are not executive officers
      must be directed through your supervisor to the Chief Executive Officer.
      Requests for waivers for directors and executive officers must be directed
      to
      the Board of Directors. Only the Board of Directors may waive the applicability
      of this Code for a director or executive officer. Any waiver granted to
      directors or executive officers, including the principal executive officer
      and
      the principal accounting officer, and the reasons for granting the waiver,
      and
      any change in this Code applicable to directors and executive officers,
      including the principal executive officer and the principal accounting officer,
      must be promptly disclosed to the public as required by law or by the
      requirements of the OTC Bulletin Board or any stock exchange or electronic
      trading system in which the Company’s securities may be listed.





Any
      amendments to this Code must be approved by the Board of Directors of the
      Company.





**7.3**
            **Miscellaneous**





It
      is the
      Company’s intention that this Code of Conduct and Ethics be a written code of
      ethics under Section 406 of the Sarbanes-Oxley Act of 2002, complying with
      the
      standards set forth in SEC Regulation S-K Item 406.