**CODE
      OF ETHICS**


**FOR**


**PRO
      TRAVEL NETWORK, INC.**





This
      Code
      of Ethics (the “Code”) is adopted by Pro Travel Network, Inc. (the “Company”)
      for purposes of Section 406 of the Sarbanes-Oxley Act of 2002.





**APPLICABILITY
      OF THE CODE**





The
      Code
      applies to the Company’s chief executive officer, principal financial officer
      and principal accounting officer or controller, or persons performing similar
      functions (the “Covered Persons”) and is reasonably designed to deter wrongdoing
      and to 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 reports and
                documents that the Company files with, or submits to, the Securities
                and
                Exchange Commission (the “SEC”) and in other public communications made by
                the Company;


·
            Compliance
                with applicable governmental laws, rules and
                regulations;


·
            The
                prompt internal reporting of violations of the Code to an appropriate
                person or persons identified in the Code;
                and


·
            Accountability
                for adherence to the Code.





Each
      Covered Person should adhere to a high standard of business ethics and should
      be
      sensitive to situations that may give rise to actual as well as apparent
      conflicts of interest. At the time of adopting the Code, Paul Henderson, our
      chief executive officer, was the only Covered Person and the sole director;
      therefore, the Code effectively requires Mr. Henderson, among other things,
      to
      report to the Company’s general counsel Mr. Henderson’s own violations of the
      Code, to take immediate and appropriate action on any violations of the Code
      and
      to subject himself to disciplinary action including termination of employment.
      There is a risk that if Mr. Henderson violates the Code, he will not report
      on
      himself or take immediate and appropriate action on such violation(s) including
      disciplinary action. Any employee of the Company or its affiliated persons
      is
      hereby authorized to report potential violations of the Code.





**HONEST
      AND ETHICAL CONDUCT**





The
      personal interest of a Covered Person should not be placed improperly before
      the
      interests of the Company. A “conflict of interest” occurs when a Covered
      Person’s private interest interferes with the interests of, or the Covered
      Person’s service to, the Company. For example, a conflict of interest would
      arise if a Covered Person, or a member of the Covered Person’s family, receives
      improper personal benefits as a result of the Covered Person’s position with the
      Company.





In
      performing his or her duties, each of the Covered Persons will act in accordance
      with high standards of honest and ethical conduct including taking appropriate
      actions to permit and facilitate the ethical handling and resolution of actual
      or apparent conflicts of interest between personal and professional
      relationships.





In
      addition, each of the Covered Persons will promote high standards of honest
      and
      ethical conduct among employees who have responsibilities in the areas of
      accounting, audit, tax, and financial reporting and other employees throughout
      the Company.





Each
      Covered Person must:





·
            Not
                use his or her personal influence or personal relationships for his
                or her
                own personal benefit to the detriment of the
                Company;


·
            Not
                cause the Company to take action, or fail to take action, for the
                individual personal benefit of the Covered Person rather than the
                benefit
                of the Company; and


·
            Report
                at least annually his or her affiliations or other relationships
                that
                could potentially present a conflict of interest with the
                Company.








**FULL,
      FAIR, ACCURATE, TIMELY, AND UNDERSTANDABLE DISCLOSURE**





In
      performing his or her duties, each of the Covered Persons will endeavor to
      promote, and will take appropriate action within his or her areas of
      responsibility to cause the Company to provide, full, fair, accurate, timely,
      and understandable disclosure in reports and documents that the Company files
      with or submits to the SEC and in other public communications made by the
      Company. Each Covered Person may, to the extent appropriate within the Covered
      Person’s area of responsibility and to the extent deemed necessary in the sole
      discretion of the Covered Person, consult with other officers and employees
      of
      the Company with the goal of promoting such disclosure.





In
      performing his or her duties, each of the Covered Persons will, within his
      or
      her areas of responsibility, engage in, and seek to promote, full, fair and
      accurate disclosure of financial and other information to, and open and honest
      discussions with, the Company’s outside auditors.





Each
      Covered Person must:





·
            Become
                familiar with the disclosure requirements generally applicable to
                the
                Company; and


·
            Not
                knowingly misrepresent, or cause others to misrepresent, facts about
                the
                Company to others, whether within or outside of the Company, including
                to
                the Company’s auditors, and to governmental regulators and self-regulatory
                organizations.





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





In
      performing his or her duties, each of the Covered Persons will endeavor to
      comply, and take appropriate action within his or her areas of responsibility
      to
      cause the Company to comply, with applicable governmental laws, rules, and
      regulations and applicable rules and regulations of self-regulatory
      organizations.





Each
      of
      the Covered Persons will promptly provide the Company’s general counsel or the
      Company’s board of directors with information concerning conduct the Covered
      Person reasonably believes to constitute a material violation by the Company,
      or
      its directors or officers, of the securities laws, rules or regulations or
      other
      laws, rules, or regulations applicable to the Company.





**REPORTING
      VIOLATIONS OF THE CODE**





Each
      Covered Person will promptly report any violation of this Code to the Company’s
      general counsel or to the Company’s board of directors. Failure to do so is
      itself a violation of the Code.





**WAIVER
      AND AMENDMENT OF THE CODE**





The
      Company’s board of directors, will have the authority to approve a waiver from
      any provision of this Code. The Company will publicly disclose information
      concerning any waiver or an implicit waiver of this Code as required by
      applicable law. A waiver means the approval of a material departure from a
      provision of this Code. The Company will publicly disclose any substantive
      amendment of this Code as required by applicable law.





**ACCOUNTABILITY
      FOR ADHERENCE TO THE CODE**





The
      Company’s board of directors will assess compliance with this Code and take
      immediate and appropriate action on any violations of this Code. If the board
      of
      directors delegates the duty to assess compliance with this Code to a committee
      of the board of directors, such committee will report violations of this Code
      to
      the board of directors, and, based upon the relevant facts and circumstances,
      recommend to the board of directors appropriate action. A violation of this
      Code
      may result in disciplinary action including termination of
      employment.





Each
      Covered Person must:





·
            Affirm
                in writing to the board of directors that the Covered Person has
                received,
                read and understands the Code;


·
            Annually
                thereafter affirm to the board of directors that the Covered Person
                has
                complied with the requirements of the Code; and


·
            Not
                retaliate against any other Covered Person or any employee of the
                Company
                or its affiliated persons for reports of potential violations of
                the Code
                that are made in good faith.










**ACKNOWLEDGMENT**





I
      have
      received a copy of the Code of Ethics (the “Code”) of Pro Travel Network, Inc.
      (the “Company”). I have read and understand the Code. I will comply with the
      policies and procedures set forth in the Code. I understand and agree that
      my
      failure to comply in all respects with the Code including a failure on my part
      to promptly report any violation of the Code to the Company’s general counsel or
      to the Company’s board of directors is a legitimate basis for termination for
      cause of my employment with the Company and any of its subsidiaries to which
      my
      employment now relates or may in the future relate.





Listed
      below are my affiliations or other relationships that could potentially present
      a conflict of interest with the Company:








Date:
                ____________________
            Signed:______________________________Name:_______________________________(Please
                Print)











**Please
      return to:**








**Secretary**


**Pro
      Travel Network, Inc.**


**516
      W Shaw Ave # 103**


**Fresno,
      CA 93704**