**CODE
      OF ETHICS**


**FOR**


**APC
      GROUP, INC.**





This
      Code
      of Ethics (the “Code”) is adopted by APC Group, 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.





**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.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------