AUDIOSTOCKS,
INC.





CODE
OF BUSINESS CONDUCT AND ETHICS





INTRODUCTION:





All
employees, officers and directors of AudioStocks, Inc. (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.





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 (A) an individual’s judgment is influenced by
considerations of improper personal gain or benefit to the individual or another
person, and (B) either (i) a particular decision or judgment and the related
alternatives which do not involve conflicts of interest have not been thoroughly
vetted or (iii) such other viable non-conflicted alternatives have been
purposely rejected in order to take advantage of a conflict of
interest.





Conflicts
of interest are prohibited as a matter of Company policy, unless they have been
approved in advance by the Company.  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.





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.





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.