**ACTION
      FASHIONS, LTD**





**CODE
      OF BUSINESS CONDUCT AND ETHICS**








INTRODUCTION:





All
      employees, officers and directors of Action Fashions, Ltd. (the “Company”) are
      responsible for conducting themselves in compliance with this Code of Business
      Conduct and Ethics (the “Code”). The Company adopted this Code in order to
      assist the Company and its employees, officers and directors with the Company’s
      goals of conducting its business and affairs in accordance with applicable
      laws,
      rules and regulations and to promote honest and ethical conduct, including
      the
      ethical handling of actual or apparent conflicts of interest between personal
      and professional relationships.





The
      Company expects that any consultants or other service providers it retains
      will
      adhere to the Code. In addition, for purposes of Section 406 of the
      Sarbanes-Oxley Act of 2002 and the rules of the Securities and Exchange
      Commission promulgated thereunder, Sections I through IV of the Code shall
      constitute the Company’s code of ethics for “Senior Financial Officers” (as
      defined in Section I below).





I.  Compliance
      and Reporting





Employees,
      officers and directors should strive to identify and raise potential issues
      before they lead to problems for the Company and should ask about the
      application of the Code whenever there is a question as to whether a violation
      of the Code has occurred or will occur. Any employee or officer who becomes
      aware of any existing or potential violation of the Code should promptly notify
      the appropriate supervisor. Should the Chief Executive Officer, the Chief
      Financial Officer and the Principal Accounting Officer (collectively, the
“Senior Financial Officers”) or any director become aware of an existing or
      potential violation of the Code, he or she should promptly notify the Company’s
      General Counsel or outside counsel, if no general counsel exists. The Company
      shall take such disciplinary, corrective or preventative action as it deems
      appropriate to address any existing or potential violation of this Code brought
      to its attention.





Confidentiality
      regarding those who make compliance reports and those potentially involved
      is
      maintained to the extent possible during a compliance investigation. The Company
      does not tolerate retribution, retaliation or adverse personnel action of any
      kind against any person for lawfully reporting a situation of potential
      noncompliance with the Code, or providing to the Company or any law enforcement
      or other governmental agency any information or assistance relating to the
      commission or possible commission of any federal or state offense.





The
      Senior Financial Officers have a responsibility to create an environment within
      the Company in which compliance with the Code is treated as a serious obligation
      and in which violations Of the Code are not tolerated. The Senior Financial
      Officers will establish and, if necessary, modify the procedures by which
      violations of the Code are to be reported.





II.  Conflicts
      of Interest





All
      business decisions must be made in the Company’s best interest. A “conflict of
      interest” arises when an individual’s judgment is or may be influenced by
      considerations of improper personal gain or benefit to the individual or another
      person. Even if no actual conflict of interest occurs, situations that create
      the appearance of a conflict may harm the Company’s public relations or cause
      other problems damaging to the Company, and, as such, also should be avoided.
      Conflicts of interest are prohibited as a matter of Company policy, unless
      they
      have been approved in advance by the Company.





For
      example, an employee, officer or director must never use or attempt to use
      his
      or her position at the Company to obtain any improper personal benefit for
      himself or herself, for his or her family members or for any other person,
      including loans or guarantees of obligations, from any other person or entity.
      In this regard, service to the Company should never be subordinated to personal
      gain and advantage. To the extent possible, conflicts of interest always should
      be avoided. Any employee, officer or director who is aware of a material
      transaction or relationship that could reasonably be expected to give rise
      to a
      conflict of interest should promptly discuss the matter with the General
      Counsel.





Transactions
      with outside firms must be conducted within a framework established and
      controlled by the executive level of the Company. Business dealings with outside
      firms should not result in unusual gains for those firms or their employees.
      Unusual gain refers to bribes, product bonuses, special fringe benefits, unusual
      price breaks, and other windfalls designed to ultimately benefit either the
      outside firm, its employee, or both. Promotional plans that could be interpreted
      to involve unusual gain require specific executive-level approval.





An
      actual
      or potential conflict of interest occurs when an employee is in a position
      to
      influence a decision that may result in a personal gain for that employee or
      for
      a relative as a result of the Company’s business dealings. For the purposes of
      this policy, a relative is any person who is related by blood or marriage,
      or
      whose relationship with the employee is similar to that of persons who are
      related by blood or marriage.





No
      “presumption of guilt” is created by the mere existence of a relationship with
      outside firms. However, if employees have any influence on transactions
      involving purchases, contracts, or leases, it is imperative that they disclose
      to an officer of the Company as soon as possible the existence of any actual
      or
      potential conflict of interest so that safeguards can be established to protect
      all parties.





Personal
      gain may result not only in cases where an employee or relative has an ownership
      interest in a firm with which the Company does business, but also when an
      employee or relative receives any kickback, bribe, substantial gift or special
      consideration from any Company, customer or vendor. Any employee who receives
      a
      gift from a customer or vendor must advise his or her supervisor immediately.
      If
      the supervisor determines that the gift is of a normal and customary nature
      (e.g., not excessively expensive), the employee may retain the gift. If the
      gift
      is determined by the supervisor to be excessive, the employee must return the
      gift with a brief explanation that it is against the Company’s policy for
      employees to accept gifts of an excessive nature. Employees who do not report
      the receipt of gifts to their immediate supervisor will be subject to
      disciplinary action up to and including termination. In addition, employees
      who
      solicit gifts will be subject to disciplinary action, up to and including
      termination.





In
      addition, as a result of their close relationships to the Company and its
      business, the Senior Financial Officers have a special responsibility to:
      refrain, without the approval of the Board of directors, from transacting
      business with the Company through any entity in which the officer or a member
      of
      his or her immediate family owns all or a controlling interest; refrain, without
      the approval of the Board of directors, from participating in other employment
      or serving as a director for other organizations if such activity reasonably
      could be expected to interfere with the officer’s ability to act in the best
      interests of the Company or reasonably could be expected to require the officer
      to use proprietary, confidential or non-public information of the Company;
      refuse gifts, favors or hospitality that would influence or appear to influence
      the recipient to act other than in the best interests of the Company; and report
      to the Board of directors any existing or potential director positions they
      hold, including positions on non-profit or charitable organization boards of
      directors.





III.  Public
      Disclosure





It
      is the
      Company’s policy that the information in its public communications and
      disclosures, including its filings with the SEC, be full, fair, accurate, timely
      and understandable. All employees, officers and directors who are involved
      in
      the Company’s disclosure process, including the Senior Financial Officers, are
      responsible for acting in furtherance of this policy. Specifically, these
      individuals are required to maintain familiarity with the disclosure
      requirements applicable to the Company and are prohibited from knowingly
      misrepresenting, omitting or causing others to misrepresent or omit, material
      facts regarding the Company to others, whether within or outside the Company,
      including the Company’s independent accountants. In addition, any employee,
      officer or director who has a supervisory role in the Company’s disclosure
      process has an obligation to diligently discharge his or her
      responsibilities.





The
      Senior Financial Officers, in particular, must act in good faith and with due
      care and diligence in connection with the preparation of the Company’s public
      disclosures. The Senior Financial Officers must ensure that the financial
      statements and reports submitted to the SEC are full, fair, accurate, timely
      and
      understandable. The Senior Financial Officers must also promptly report any
      irregularities or deficiencies in the Company’s internal controls for financial
      reporting to the Board of directors.





IV.  Compliance
      with Laws, Rules and Regulations





It
      is the
      Company’s policy to comply with all applicable laws, rules and regulations. It
      is the personal responsibility of each employee, officer and director to adhere
      to the standards and restrictions imposed by those laws, rules and
      regulations.





It
      is
      both illegal and against Company policy for any employee, officer or director
      who is aware of material, nonpublic information relating to the Company, any
      of
      the Company’s customers or clients or any other private or governmental issuer
      or securities, to purchase or sell any securities of those issuers, or recommend
      that another person purchase, sell or hold the securities of those
      issuers.





In
      general, information is “material” if it could affect a person’s decision to
      purchase, sell or hold a company’s securities. Material information includes,
      for example, a company’s anticipated earnings, plans to acquire or sell
      significant assets and changes in senior executives. Employees, officers and
      directors should try to limit transactions to times when it can reasonably
      be
      assumed that all material information about a company has been disclosed. All
      employees, and officers and directors of the Company in particular, should
      consult with the General Counsel regarding the safest times to trade in the
      Company’s securities. In addition, employees, officers and directors may not
      disclose material, nonpublic information about the Company or another company
      to
      any person (i) inside the Company, unless they need to know the information
      for
      legitimate business purposes, or (ii) outside of the Company, unless prior
      approval is obtained from management in consultation with the General Counsel.
      Bear in mind that this information belongs to the Company and no person may
      misappropriate it for anyone’s benefit. Providing a “tip” based on material,
      nonpublic information is unethical and illegal, and is prohibited, even if
      you
      do not profit from it. All employees must obtain clearance from the General
      Counsel prior to trading in the Company’s securities.





Other
      laws, rules, regulations and Company policies to which employees, officers
      and
      directors are subject relate to business practices. For example, employees,
      officers and directors may not misrepresent facts, contractual terms or Company
      policies to a stockholder, service provider or regulator. Even if done
      inadvertently, you must correct the misrepresentation as soon as possible after
      consulting with the General Counsel. In addition, employees, officers and
      directors must adhere to appropriate procedures governing the retention and
      destruction of the Company’s records, consistent with applicable laws,
      regulations, Company policies and business needs. No person should destroy,
      alter or falsify any document that may be relevant to a threatened or pending
      lawsuit or governmental investigation. You should consult with, and follow
      the
      instructions of, the General Counsel in these situations.





Employees,
      officers and directors must also comply with the U.S. Foreign Corrupt Practices
      Act, which prohibits American businesses, and in many cases their foreign
      subsidiaries, from offering, paying or authorizing payment to foreign government
      officials, political parties or their officials, or political
      candidates.





The
      Senior Financial Officers, in particular, have a responsibility to ensure
      Compliance with the applicable rules and regulations of federal, state and
      local
      governments and of appropriate public and private regulatory agencies or
      organizations.





In
      addition to adhering to established Company policies and procedures, these
      individuals must take steps to ensure that other employees and officers follow
      such policies and procedures.





Any
      employee, officer or director who is uncertain about the Legal rules and
      regulations to which he or she or the Company is subject should consult with
      the
      General Counsel.


V.  Employment
      Practices





In
      making
      employment and personnel decisions, the company employment decisions must be
      based only on an employee’s or applicant’s qualifications, demonstrated skills
      and achievements without regard to race, color, sex, religion, national origin,
      age, disability, veteran status, citizenship, sexual orientation, gender
      identity or marital status.





All
      employees are entitled to be treated with respect and dignity. Management must
      not tolerate harassment of, or by, any employee in situations involving another
      employee, stockholder, service provider or business associate.





Employees,
      officers and directors must not engage in conduct that could be construed as
      sexual harassment, which may include, for example, unwelcome sexual advances,
      offensive touching, sexually suggestive statements, offensive jokes, requests
      for sexual favors or other verbal or physical conduct of a sexual
      nature.





Any
      person who believes he or she has been harassed in the course of performing
      his
      or her employment with the Company should notify the General Counsel. Company
      policy prohibits retaliation against any individual who complains of, or reports
      an instance of, harassment or participates in an investigation of a harassment
      complaint.





VI.  Corporate
      Opportunities





Employees,
      officers and directors owe a duty to the Company to advance the Company’s
      legitimate business interests when the opportunity to do so arises. In this
      regard, employees, officers and directors are prohibited from (i) taking for
      themselves personally (or directing to a third party) business opportunities
      that are discovered through the use of Company property, information or position
      (unless the Company has already been offered the opportunity and rejected it);
      (ii) using Company property, information or position for improper personal
      gain;
      and (iii) competing with the Company.





It
      may be
      difficult to decipher whether or not a particular personal benefit is proper,
      as
      sometimes both personal and Company benefits may be derived from certain
      activities. The best course of action in these circumstances is to consult
      with
      the General Counsel.





VII.  Confidentiality





In
      carrying out the Company’s business, employees, officers and directors may learn
      confidential or proprietary information about the Company or third parties.
      Employees, officers and directors must maintain the confidentiality of all
      information entrusted to them, except when disclosure is authorized or legally
      mandated. Confidential or proprietary information includes, for example, any
      nonpublic information concerning the Company, including its business,
      properties, financial performance, results or prospects, and any nonpublic
      information provided by a third party with the expectation or contractual
      agreement that the information will be kept confidential and used solely for
      the
      business purpose for which it was conveyed. Employees, officers and directors
      are required to secure from unauthorized access and public view documents under
      their control that contain confidential or proprietary information. When such
      information is discarded, appropriate steps must be taken to ensure proper
      and
      complete destruction.





In
      addition, employees, officers and directors are prohibited from taking
      confidential or proprietary information with them upon termination of employment
      with the Company or from using or disclosing such information for any purpose
      elsewhere, including with a different employer or company. Any confidential
      or
      proprietary information must be promptly returned to the Company upon
      termination of employment or affiliation with the Company.





VIII.  Fair
      Dealing





Company
      policy is to conduct business fairly through honest business competition and
      the
      Company does not seek competitive advantages through unethical or illegal
      business practices. Each employee, officer and director should endeavor to
      deal
      fairly with the Company’s stockholders, service providers, competitors and
      employees. No employee, officer or director should take unfair advantage of
      anyone through manipulation, concealment, abuse of privileged information,
      misrepresentation or omission of material facts or any other practice involving
      unfair dealing.




IX.  Protection
      and Proper Use of Company Assets





All
      employees, officers and directors should protect the Company’s assets and ensure
      their efficient use. It is important to bear in mind that theft, carelessness
      and waste have a direct impact on the Company’s profitability. Thus, all assets
      of the Company should be used only for legitimate business
      purposes.





X.  Waivers
      of the Code





The
      Company may elect to waive certain provisions of the Code on a case-by-case
      basis. Any employee, officer or director who would like to request a waiver
      of
      one or more of the Code’s provisions must discuss the matter with the General
      Counsel. Waivers for executive officers and directors of the Company only may
      be
      granted by the board of directors or a committee of the Board.





XI.  Specific
      Written Agreements





To
      the
      extent there is any conflict or inconsistency between the provisions of this
      Code and any specific written agreements with the Company (which agreements
      are,
      have been or will be approved by the Company’s board of directors), the terms of
      such written agreements will control the conduct of the parties and such conduct
      will not be considered to be in conflict with any provisions of this
      Code.