CODE OF ETHICS AND BUSINESS CONDUCT FOR OFFICERS, DIRECTORS AND EMPLOYEES OF
                         TRANSPIRATOR TECHNOLOGIES, INC.


Transpirator  Technologies,  Inc. hereby adopts this Code of Ethics and Business
Conduct to emphasize our commitment to operating fairly, ethically and honestly.
At  a  minimum,  we  will  always  strive  to  achieve  the  following  goals:


     1.   TREAT  IN  AN  ETHICAL  MANNER  THOSE  TO  WHOM  TRANSPIRATOR  HAS  AN
          OBLIGATION

We  are  committed  to  honesty, just management, fairness, providing a safe and
healthy  environment  free  from  the  fear  of  retribution, and respecting the
dignity  due  everyone.

We are committed to observe sound environmental business practices and to act as
concerned and responsible neighbors, reflecting all aspects of good citizenship.

We  are  committed  to  pursuing  sound  growth  and  earnings objectives and to
exercising  prudence  in  the  use  of  our  assets  and  resources.

We are committed to fair competition and the sense of responsibility required of
a  good  customer  and  teammate.

     2.   PROMOTE  A  POSITIVE  WORK  ENVIRONMENT

We  respect  cultural  diversity  and  individual dignity.  As such, we will not
tolerate  harassment  or  discrimination  of any kind.   -- especially involving
race,  color, religion, gender, age, national origin, disability, and veteran or
marital  status.

Providing  an  environment  that  supports  honesty,  integrity, respect, trust,
responsibility, and citizenship permits us the opportunity to achieve excellence
in  our  workplace.  Our  executives  and  management  personnel  assume special
responsibility  for  fostering  a work environment that is free from the fear of
retribution  and  will  bring  out  the  best  in  all  of  us.

     3.   PROTECT  YOURSELF,  YOUR  FELLOW  EMPLOYEES,  AND THE WORLD WE LIVE IN

We are committed to providing a safe and healthy work environment, and observing
environmentally  sound  business  practices.  We  will  strive  to  make  the
communities  in  which we work a better place to live. Each of us is responsible
for  compliance  with  environmental,  health,  and safety laws and regulations.

     4.   KEEP  ACCURATE  AND  COMPLETE  RECORDS

We  must  maintain  accurate and complete Company records.  Transactions between
the  Company  and  outside  individuals  and  organizations must be promptly and
accurately entered in our books in accordance with generally accepted accounting
practices  and  principles.  No  one  should  rationalize  or  even  consider
misrepresenting  facts  or falsifying records. It will not be tolerated and will
result  in  disciplinary  action.


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     5.   OBEY  THE  LAW

We  will  conduct  our  business  in  accordance  with  all  applicable laws and
regulations.  Compliance  with  the  law  does  not  comprise our entire ethical
responsibility.  Rather,  it  is  a  minimum, absolutely essential condition for
performance  of  our  duties.  In  conducting  business,  we  shall:

          A.  STRICTLY  ADHERE  TO  ALL  ANTITRUST  LAWS  Officer, directors and
     employees  must  strictly  adhere to all antitrust laws. Such laws exist in
     the  United  States,  the European Union, and in many other countries where
     Transpirator  may  conduct  business.  These  laws  prohibit  practices  in
     restraint  of  trade  such  as  price  fixing  and  boycotting suppliers or
     customers. They also prohibit harassing competitors, stealing trade secrets
     and offering or accepting bribes and kickbacks. We will not tolerate any of
     these  activities.

          B.  STRICTLY COMPLY WITH ALL SECURITIES LAWS In our role as a publicly
     owned company, we must always be alert to and comply with the security laws
     and  regulations  of  the  United  States  and  other  countries.

               I.  DO  NOT  ENGAGE IN SPECULATIVE OR INSIDER TRADING Federal law
          and  Company  policy  prohibits  officers,  directors  and  employees,
          directly  or  indirectly  through  their  families  or  others,  from
          purchasing  or  selling  company  stock  while  in  the  possession of
          material,  non-public  information  concerning  the Company. This same
          prohibition  applies  to  trading  in the stock of other publicly held
          companies  on  the basis of material, non-public information. To avoid
          even  the  appearance  of  impropriety,  Company policy also prohibits
          officers,  directors  and  employees  from trading options on the open
          market  in  Company  stock  under  any  circumstances.

          Material,  non-public  information  is  any  information  that  could
          reasonably  be expected to affect the price of a stock. If an officer,
          director  or employee is considering buying or selling a stock because
          of  inside  information  they  possess,  they  should assume that such
          information  is  material.  It  is  also  important  for  the officer,
          director  or  employee  to  keep  in  mind that if any trade they make
          becomes  the  subject of an investigation by the government, the trade
          will  be  viewed  after-the-fact  with  the  benefit  of  hindsight.
          Consequently,  officers,  directors  and  employees  should  always
          carefully  consider how their trades would look from this perspective.

          Two  simple  rules  can  help  protect you in this area: (1) Don't use
          non-public  information  for  personal gain. (2) Don't pass along such
          information  to  someone  else  who  has  no  need  to  know.

          This  guidance  also  applies to the securities of other companies for
          which  you  receive  information  in  the course of your employment at
          Transpirator.

               II.  BE  TIMELY  AND  ACCURATE  IN  ALL  PUBLIC  REPORTS

          As  a  public  company,  Transpirator must be fair and accurate in all
          reports  filed  with  the  United  States  Securities  and  Exchange
          Commission.  Officers,  directors  and  management of Transpirator are


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          responsible for ensuring that all reports are filed in a timely manner
          and  that  they  fairly  present the financial condition and operating
          results  of  the  Company.

          Securities  laws  are  vigorously  enforced.  Violations may result in
          severe  penalties  including forced sales of parts of the business and
          significant  fines  against  the  Company. There may also be sanctions
          against  individual  employees, officers or directors. These sanctions
          may  include  substantial  fines  and  prison  sentences.

          To  help  ensure  fair  and  accurate  disclosure, our Chief Executive
          Officer  and  Chief  Financial Officer will certify to the accuracy of
          reports  filed  with the SEC in accordance with the Sarbanes-Oxley Act
          of  2002. Officers and Directors who knowingly or willingly make false
          certifications  may  be  subject  to  criminal  penalties or sanctions
          including  fines  and  imprisonment.

     6.  AVOID  CONFLICTS  OF  INTEREST

Officers,  directors  and  employees  have  an obligation to give their complete
loyalty  to the best interests of the Company and must avoid any action that may
involve  a  conflict  of  interest  with  the  company.  Officers, directors and
employees  should  not  have  any financial or other business relationships with
suppliers, customers or competitors that might impair, or even appear to impair,
the independence of any judgment they may need to make on behalf of the Company.

Therefore,  it is Company policy that officers, directors and employees may not:

     Perform services for or have a financial interest in a private company that
     is,  or  may  become,  a  supplier,  customer, or competitor of the Company

     Perform  services  for  or  have  a  material interest (more than 5% of net
     worth)  in  a  publicly  traded  company  that is, or may become, a client,
     supplier,  customer,  or  competitor  of  the  Company

     Perform  outside  work  or  otherwise  engage  in  any  outside activity or
     enterprise  that  may interfere in any way with job performance or create a
     conflict  with  the  Company's  best  interests

     HERE  ARE  SOME  WAYS  A  CONFLICT  OF  INTEREST  COULD  ARISE:

     -    Employment by a competitor, or potential competitor, regardless of the
          nature  of  the  employment,  while  employed  by  Transpirator.

     -    Acceptance  of  gifts,  payment,  or services from those seeking to do
          business  with  Transpirator.

     -    Placement  of  business with a firm owned or controlled by an officer,
          director,  employee  or  family  member.

     -    Ownership  of,  or  substantial  interest  in,  a  company  that  is a
          competitor,  client  or  supplier.

     -    Acting as a consultant to a Transpirator customer, client or supplier.

Officers,  directors and employees are under a continuing obligation to disclose
any  situation  that  presents  the  possibility  of  a conflict or disparity of
interest  between the officer, director or employee and the Company.  Disclosure
of  any  potential conflict is the key to remaining in full compliance with this
policy.


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     7.  COMPETE  ETHICALLY  AND  FAIRLY  FOR  BUSINESS  OPPORTUNITIES

We will compete fairly and ethically for all business opportunities.  Management
should  not attempt to use or obtain unauthorized or non-public information.  In
conducting  business,  Representatives  of Transpirator must be certain that all
statements,  communications,  and  representations  are  accurate  and truthful.

     8.  AVOID  ILLEGAL  AND  QUESTIONABLE  GIFTS  OR  FAVORS

The  sale  and  marketing  of  our  products should always be free from even the
perception  that  favorable treatment was sought, received, or given in exchange
for  business  courtesies.  Our  officers,  directors and employees must neither
give  nor  accept  business  courtesies  that constitute, or could be reasonably
perceived  as  constituting,  unfair business inducements, or that would violate
laws,  regulations  or  Company  policy,  or reflect negatively on the Company's
reputation.

     9.  MAINTAIN  CORPORATE  INTEGRITY

Officers,  directors,  employees,  agents,  representatives, or consultants must
certify  their  willingness  to comply with our policies and procedures and must
never  be  retained  to  circumvent our values and principles.  Paying bribes or
kickbacks, engaging in industrial espionage, obtaining the proprietary data of a
third  party  without  authority, or gaining inside information or influence are
just  a  few  examples of what could give us an unfair competitive advantage and
could  result  in  violations  of  law.

     10.  PROTECT  PROPRIETARY  INFORMATION

Proprietary  Company  information  may not be disclosed to anyone without proper
authorization.  Keep  proprietary documents protected and secure.  In the course
of  normal  business  activities,  suppliers,  customers,  and  competitors  may
sometimes  divulge to you information that is proprietary to their business.  We
must  always  respect  these  confidences.

     11.  OBTAIN  AND  USE  COMPANY  ASSETS  WISELY

Personal  use  of  Company  property must always be in accordance with corporate
policy.  Proper  use  of  Company  property,  information  resources,  material,
facilities, and equipment is your responsibility.  Use and maintain these assets
with  the  utmost  care and respect, guarding against waste and abuse, and never
borrow  or  remove  Company  property  without  management's  permission.

     12.  FOLLOW  THE  LAW  AND  USE COMMON SENSE IN POLITICAL CONTRIBUTIONS AND
          ACTIVITIES

Transpirator encourages its employees to become involved in civic affairs and to
participate  in  the  political process.  However, involvement and participation
must  be  on an individual basis, on individual time, and at individual expense.
Federal  law  prohibits  corporations  from  donating funds, goods, or services,
directly  or  indirectly,  to  candidates  for  federal offices -- this includes
employees'  work  time. Local and state laws also govern political contributions
and activities as they apply to their respective jurisdictions, and similar laws
exist  in  other  countries.


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     13.  BOARD  COMMITTEES.

The Company shall establish an Audit Committee empowered to enforce this Code of
Ethics.  The Audit Committee will report to the Board of Directors at least once
each  year  regarding the general effectiveness of the Company's Code of Ethics,
the  Company's  disclosure  controls  and reporting procedures and the Company's
business  conduct.

     14.  DISCIPLINARY  MEASURES.

The  Company shall consistently enforce this Code of Ethics and Business Conduct
through  appropriate  means  of  discipline.  Violations  of  the  Code shall be
promptly reported to the Audit Committee.  Pursuant to procedures adopted by it,
the Audit Committee shall determine whether violations of the Code have occurred
and,  if  so,  shall determine the disciplinary measures to be taken against any
employee  or  agent  of  the  Company  who  has  so  violated  the  Code.

The  disciplinary  measures, which may be invoked at the discretion of the Audit
Committee,  include,  but  are  not  limited  to,  counseling,  oral  or written
reprimands, warnings, probation or suspension without pay, demotions, reductions
in  salary,  termination  of  employment  and  restitution.

Persons  subject  to  disciplinary  measures  shall  include, in addition to the
violator,  others involved in the wrongdoing such as (i) persons who fail to use
reasonable  care to detect a violation, (ii) persons who if requested to divulge
information  withhold  material  information  regarding  a  violation, and (iii)
supervisors  who  approve  or  condone  the  violations  or attempt to retaliate
against  employees  or  agents  for  reporting  violations  or  violators.


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