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                                                                    Exhibit 10.1

                              TRINITY3 CORPORATION

                                 CODE OF ETHICS

                                    Preamble

This Code of Ethics was designed by Trinity3 Corporation to govern the way in
which we work every day. This Code of Ethics applies to each and every one of
our employees, officers, and directors.

                                   Definitions

The "Commission" means the United States Securities and Exchange Commission.

The "Company" means Trinity3 Corporation

"We" means all of our employees, officers, and directors.

                                Basic Principles

We will conduct ourselves honestly and ethically, including the ethical handling
of actual or apparent conflicts of interest between personal and professional
relationships.

We will avoid conflicts of interest, including disclosure to the appropriate
persons of any material transaction or relationship that reasonably could be
expected to give rise to such a conflict.

We will provide full, fair, accurate, timely, and understandable disclosure in
reports and documents that we file with the Commission and in all other public
communications we make.

We will comply with all applicable governmental laws, rules and regulations.

We will promptly report violations of this Code of Ethics to the appropriate
person within the Company as described specifically below.

We accept accountability for adherence to this Code of Ethics.

                               Specific Situations

Conflicts of interest. A "conflict of interest" occurs when an individual's
private interest interferes in any way - or even appears to interfere - with the
interests of the Company as a whole. A conflict situation can arise when an
employee, officer or director takes actions or has interests that may make it
difficult to perform his or her Company work objectively and effectively.
Conflicts of interest also arise when an employee, officer or director, or a
member of


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his or her family, receives improper personal benefits as a result of his or her
position in the Company. Loans to, or guarantees of obligations of, such persons
are of special concern. Additionally, you may not work for or receive payments
of any kind from any competitor, customer, distributor or supplier of the
Company without prior approval of Company management.

We will be alert and sensitive to any interest that might be considered to
conflict with the best interests of the Company. If you or one of your family
members, directly or indirectly, has a financial or personal interest in a
contract or transaction to which the Company is a party, or you are
contemplating entering into a transaction that involves use of Company assets or
could compete with the Company, you must disclose this situation as soon as you
become aware of it to your immediate supervisor. Please disclose your interest
and describe all material facts concerning the matter known to you, including
the estimated time frame for the transaction if known. If appropriate,
supervisors will report any such situations to the President of the Company. If
necessary, the President of the Company will report any such situation to the
Board of Directors who will, in conjunction with the Company's legal counsel,
make a determination of whether or not the situation is a conflict of interest.
You should not take any actions until you are advised of the decision. The
Company will be sensitive to the time frames you disclose to us.

The Company promotes disclosure of any questionable situations. The Company will
not retaliate and will not permit any of its employees, directors, or officers
to retaliate against you for such disclosure.

Corporate opportunities. We are prohibited from (a) taking for ourselves
personally opportunities that are discovered through the use of Company
property, information or position; (b) using Company property, information, or
position for personal gain; and (c) competing with the Company. We owe a duty to
the Company to advance its legitimate interests when the opportunity to do so
arises. If you believe that a contemplated transaction might be found to be a
corporate opportunity, you should make full disclosure to your supervisor or
manager and seek Company authorization to pursue the opportunity before pursuing
the opportunity.

Confidentiality. We must maintain the confidentiality of information entrusted
to us by the Company or its customers, except when disclosure is authorized or
legally mandated. Confidential information includes all non-public information
that might be of use to competitors, or harmful to the Company or its customers,
if disclosed.

Fair dealing. We will endeavor to deal fairly with the Company's customers,
suppliers, competitors and employees. We will not take unfair advantage of
anyone through manipulation, concealment, abuse of privileged information,
misrepresentation of material facts, or use any other unfair-dealing practice.

Protection and proper use of company assets. We will protect the Company's
assets and ensure their efficient use. Theft, carelessness and waste have a
direct impact on the Company's profitability. All Company assets must be used
for legitimate business purposes.


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Compliance with laws, rules and regulations (including insider trading laws).
The Company promotes compliance with laws, rules and regulations, including
insider trading laws. Insider trading is trading or tipping others to trade in
securities of our Company or any other Company based on information which is not
available to the public. Insider trading is both unethical and illegal and will
be dealt with firmly. We are required to comply with all applicable laws and
regulations wherever we do business. Perceived pressures from supervisors or
demands due to business conditions are not excuses for violating the law. If you
have any questions or concerns about the legality of an action, you should bring
such questions or concerns to your supervisor. If you feel you cannot discuss
your concerns with your supervisor, please bring them to the President of the
Company.

Accuracy of Company records and reports. The Company requires honest and
accurate recording and reporting of information. This includes such data as
quality, safety, and personnel records, as well as all business and financial
records and reports filed with the Commission. All financial books, records and
accounts must accurately reflect transactions and events, and conform both to
required accounting principles and to the Company's system of internal controls.
No false or artificial entries may be made.

Encouraging the reporting of any illegal or unethical behavior. The Company
promotes ethical behavior. The Company encourages you to talk to supervisors,
managers or other appropriate personnel when in doubt about the best course of
action in a particular situation. Additionally, you should report violations of
laws, rules, regulations or the code of business conduct to appropriate
personnel. The Company will not allow retaliation for reports made in good
faith.

                                   Conclusion

No Code of Conduct or Code of Ethics can cover every situation that might arise
in a company. This Code is designed to let you know our basic guiding principles
and provide explanation on how to handle various situations. If you have
questions on any situation, whether or not described in this document, please
ask. The first place to turn is your immediate supervisor or manager. If you are
uncomfortable discussing a situation with your immediate supervisor or manager,
you may go to anyone in management whom you feel comfortable with, including the
President of the Company. We cannot stress our final point enough: "When in
doubt, ask."

Adopted by the Board of Directors on March 25, 2003.


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