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GLOBAL INNOVATIVE SYSTEMS, INC.
  (the "Company")

CODE OF ETHICS AND BUSINESS CONDUCT 
  FOR THE SENIOR EXECUTIVE OFFICER ANDSENIOR FINANCIAL OFFICERS
  (the "Code")

This Code applies to the Chief Executive Officer, President,
  Chief Financial Officer, Principal Executive Officer, Principal Financial Officer,
  Principal Accounting Officer, Controller and persons performing similar functions
  within the Company (the "Senior Officers"). This Code covers a wide range of
  business practices and procedures. It does not cover every issue that may arise,
  but it sets out basic principles to guide all Senior Officers of the Company.
  All Senior Officers should conduct themselves accordingly and seek to avoid
  the appearance of improper behaviour in any way relating to the Company.

Any Senior Officer who has any questions about the Code should
  consult with the Chief Executive Officer, the Company's board of directors (the
  "Board") or the Company's audit committee (the "Audit Committee").

The Company has adopted the Code for the purpose of promoting:

•    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 all reports and documents
  that the Company files with, or submits to, the Securities and Exchange Commission
  ("SEC") and in other public communications made by the Company that are within
  the Senior Officer's area of responsibility;

•    compliance
  with applicable governmental laws, rules and regulations;

•    the prompt
  internal reporting of violations of the Code; and

•    accountability
  for adherence to the Code.

HONEST AND ETHICAL CONDUCT

Each Senior Officer owes a duty to the Company to act with
  integrity. Integrity requires, among other things, being honest and candid.
  Senior Officers must adhere to a high standard of business ethics and are expected
  to make decisions and take actions based on the best interests of the Company,
  as a whole, and not based on personal relationships or benefits. Generally,
  a "conflict of interest" occurs when a Senior Officer's personal interests is,
  or appears to be, inconsistent with, interferes with or is opposed to the best
  interests of the Company or gives the appearance of impropriety.

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Business decisions and actions must be made in the best interests
  of the Company and should not be influenced by personal considerations or relationships.
  Relationships with the Company's stakeholders - for example suppliers, competitors
  and customers - should not in any way affect a Senior Officer's responsibility
  and accountability to the Company. Conflicts of interest can arise when a Senior
  Officer or a member of his or her family receive improper gifts, entertainment
  or benefits as a result of his or her position in the Company.

Specifically, each Senior Officer must:

1.           act
  with integrity, including being honest and candid while still maintaining the
  confidentiality of information when required or consistent with the Company's
  policies;

2.           avoid
  violations of the Code, including actual or apparent conflicts of interest with
  the Company in personal and professional relationships;

3.           disclose
  to the Board or the Audit Committee any material transaction or relationship
  that could reasonably be expected to give rise to a breach of the Code, including
  actual or apparent conflicts of interest with the Company;

4.           obtain
  approval from the Board or Audit Committee before making any decisions or taking
  any action that could reasonably be expected to involve a conflict of interest
  or the appearance of a conflict of interest;

5.           observe
  both the form and spirit of laws and governmental rules and regulations, accounting
  standards and Company policies;

6.           maintain
  a high standard of accuracy and completeness in the Company's financial records;

7.           ensure
  full, fair, timely, accurate and understandable disclosure in the Company's
  periodic reports;

8.           report
  any violations of the Code to the Board or Audit Committee;

9.           proactively
  promote ethical behaviour among peers in his or her work environment; and

10.         maintain
  the skills appropriate and necessary for the performance of his or her duties.

DISCLOSURE OF COMPANY INFORMATION

As a result of the Company's status as a public company, it
  is required to file periodic and other reports with the SEC. The Company takes
  its public disclosure responsibility seriously to ensure that these reports
  furnish the marketplace with full, fair, accurate, timely and understandable
  disclosure regarding the financial and business condition of the Company. All
  disclosures contained in reports and documents filed with or submitted to the
  SEC, or other government agencies, on behalf of the Company or contained in
  other public communications made by the

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Company must be complete and correct in all material respects
  and understandable to the intended recipient.

The Senior Officers, in relation to his or her area of responsibility,
  must be committed to providing timely, consistent and accurate information,
  in compliance with all legal and regulatory requirements. It is imperative that
  this disclosure be accomplished consistently during both good times and bad
  and that all parties in the marketplace have equal or similar access to this
  information.

All of the Company's books, records, accounts and financial
  statements must be maintained in reasonable detail, must appropriately reflect
  the Company's transactions, and must conform both to applicable legal requirements
  and to the Company's system of internal controls. Unrecorded or "off the book"
  funds, assets or liabilities should not be maintained unless permitted by applicable
  law or regulation. Senior Officers involved in the preparation of the Company's
  financial statements must prepare those statements in accordance with generally
  accepted accounting principles, consistently applied, and any other applicable
  accounting standards and rules so that the financial statements materially,
  fairly and completely reflect the business transactions and financial statements
  and related condition of the Company. Further, it is important that financial
  statements and related disclosures be free of material errors.

Specifically, each Senior Officer must:

1.          
  familiarize himself or herself with the disclosure requirements generally applicable
  to the Company;

2.           not
  knowingly misrepresent, or cause others to misrepresent, facts about the Company
  to others, including the Company's independent auditors, governmental regulators,
  self-regulating organizations and other governmental officials;

3.           to
  the extent that he or she participates in the creation of the Company's books
  and records, promote the accuracy, fairness and timeliness of those records;
  and

4.           in
  relation to his or her area of responsibility, properly review and critically
  analyse proposed disclosure for accuracy and completeness.

CONFIDENTIAL INFORMATION

Senior Officers, directors and employee must maintain the
  confidentiality of confidential information entrusted to them by the Company
  of its customers, suppliers, joint venture partners, or others with whom the
  Company is considering a business or other transaction except when disclosure
  is authorized by an executive officer or required or mandated by laws or regulations.
  Confidential information includes all non-public information that might be useful
  or helpful to competitors or harmful to the Company or its customers or suppliers,
  if disclosed. It also includes information that suppliers, customers and other
  parties have entrusted to the Company. The obligation to preserve confidential
  information continues even after employment ends.

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Records containing personal data about employees or private
  information about customers and their employees are confidential. They are to
  be carefully safeguarded, kept current, relevant and accurate. They should be
  disclosed only to authorized personnel or as required by law.

All inquiries regarding the Company from non-employees, such
  as financial analysts and journalists, should be directed to the Board or the
  Audit Committee. The Company's policy is to cooperate with every reasonable
  request of government investigators for information. At the same time, the Company
  is entitled to all the safeguards provided by law for the benefit of persons
  under investigation or accused of wrongdoing, including legal representation.
  If a representative of any government or government agency seeks an interview
  or requests access to data or documents for the purposes of an investigation,
  the Senior Officer should refer the representative to the Board or the Audit
  Committee. Senior Officers also should preserve all materials, including documents
  and e-mails that might relate to any pending or reasonably possible investigation.

COMPLIANCE WITH LAWS

The Senior Officers must respect must obey all applicable
  foreign, federal, state and local laws, rules and regulations applicable to
  the business and operations of the Company.

Senior Officers who have access to, or knowledge of, material
  nonpublic information from or about the Company are prohibited from buying,
  selling or otherwise trading in the Company's stock or other securities. "Material
  nonpublic" information includes any information, positive or negative, that
  has not yet been made available or disclosed to the public and that might be
  of significance to an investor, as part of the total mix of information, in
  deciding whether to buy or sell stock or other securities.

Senior Officers also are prohibited from giving "tips" on
  material nonpublic information, that is directly or indirectly disclosing such
  information to any other person, including family members, other relatives and
  friends, so that they may trade in the Company's stock or other securities.

Furthermore, if, during the course of a Senior Officer's service
  with the Company, he or she acquires material nonpublic information about another
  company, such as one of our customers or suppliers, or you learn that the Company
  is planning a major transaction with another company (such as an acquisition),
  the Senior Officer is restricted from trading in the securities of the other
  company.

REPORTING ACTUAL AND POTENTIAL VIOLATIONS OF THE CODE AND
  ACCOUNTABILITY FOR COMPLIANCE WITH THE CODE

The Company, through the Board or the Audit Committee, is
  responsible for applying this Code to specific situations in which questions
  may arise and has the authority to interpret this Code in any particular situation.
  This Code is not intended to provide a comprehensive guideline for Senior Officers
  in relation to their business activities with the Company. Any Senior Officer
  may seek clarification on the application of this Code from the Board or the
  Audit Committee.

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Each Senior Officer must:

1.           notify
  the Company of any existing or potential violation of this Code, and failure
  to do so is itself a breach of the Code; and

2.           not
  retaliate, directly or indirectly, or encourage others to do so, against any
  employee or Senior Officer for reports, made in good faith, of any misconduct
  or violations of the Code solely because that employee or Senior Officer raised
  a legitimate ethical issue.

The Board or the Audit Committee will take all action it considers
  appropriate to investigate any breach of the Code reported to it. All Senior
  Officers, directors and employees are required to cooperate fully with any such
  investigations and to provide truthful and accurate information. If the Board
  or the Audit Committee determines that a breach has occurred, it will take or
  authorize disciplinary or preventative action as it deems appropriate, after
  consultation with the Company's counsel if warranted, up to and including termination
  of employment. Where appropriate, the Company will not limit itself to disciplinary
  action but may pursue legal action against the offending Senior Officer involved.
  In some cases, the Company may have a legal or ethical obligation to call violations
  to the attention of appropriate enforcement authorities.

Compliance with the Code may be monitored by audits performed
  by the Board, Audit Committee, the Company's counsel and/or by the Company's
  outside auditors. All Senior Officers, directors and employees are required
  to cooperate fully with any such audits and to provide truthful and accurate
  information.

Any waiver of this Code for any Senior Officer or director
  may be made only by the Board or the Audit Committee and will be promptly disclosed
  to stockholders and others, as required by applicable law. The Company must
  disclose changes to and waivers of the Code in accordance with applicable law.

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