Attached files

ZHONGKE BIOTEC AGRICULTURE (USA) COMPANY, INC.
CODE OF BUSINESS CONDUCT AND ETHICS

The  Board  of Directors of Zhongke Biotec agriculture (USA) Company, Inc. (the
"COMPANY") has  adopted  this code of business conduct and ethics (this "CODE")
to  establish a policy that  its  directors,  officers  and  employees  conduct
themselves  and  be held to the highest standard of honest and ethical conduct.
With respect to the  conduct  of  all  business  operations  and  other matters
affecting the Company, each director, officer and/or employee shall:

   -   Engage in and promote fair dealing, honest and ethical conduct,  and the
       ethical handling of conflicts of interest;

   -   Promote disclosure that is complete,  accurate,  timely and that  fairly
       presents all matters disclosed;

   -   Maintain compliance with all applicable laws and governmental  rules and
       regulations;

   -   Promptly  report  any  violations of this Code according to the internal
       reporting schedule established by the Company;

   -   Maintain a stringent compliance procedure,  to  insure  adherence to the
       Code;

   -   Protect   the   Company's  legitimate   business   interests,  including
       corporate opportunities, assets and confidential information; and

   -   Deter unfair, wrongful or unlawful conduct.

All affected directors, officers and employees of the Company must confirm that
they  are  familiar with the Code and agree to adhere to the Code. The CODE  OF
ETHICS CONTACT  PERSON  will  be William R. Wayland, Jr. at (423) 756-6400. Any
individual who has questions about  this Code should contact the Code of Ethics
Contact Person.

Any waiver of this Code may be made only by the Board of Directors.

INTEGRITY REQUIRED OF AMSTAR PERSONNEL

Each director, officer and employee is  expected  to  act  with  integrity  and
honesty  towards  the  Company. This includes, among other things, honestly and
candidly revealing any act  or  practice  that  may  have  the  effect of being
deceptive, unfair or deceitful. No director, officer or employee  shall conceal
or condone violations of this Code in others at the Company.


Each director, officer and employee must:

   -   Act   with  integrity,  honesty  and candor while still maintaining  the
       Company's   trade   secrets,   confidential   business  information  and
       confidentiality of other non-public information  in  a manner consistent
       with this Code and the Company's policies.

   -   Maintain compliance with the letter and spirit of laws and  governmental
       rules  and  regulations,  accounting standards and Company policies.

   -   Constantly maintain high standards of business ethics.

CONFLICTS OF INTEREST

A  "conflict  of  interest"  occurs  when  an  individual's   private  interest
interferes  or  appears  to  interfere  in  any way with the interests  of  the
Company. A conflict of interest can arise when  a director, officer or employee
takes actions or has interests that may make it difficult to perform his or her
Company work objectively and effectively. For example,  a  conflict of interest
would  arise  if a director, officer or employee, or a member  or  his  or  her
family, receives  improper personal benefits as a result of his or her position
in the Company. Any  material transaction or relationship that could reasonably
be expected to give rise  to  a  conflict  of  interest  must be brought to the
attention of the Code of Ethics Contact Person.

Service  to  the  Company  should  never be subordinated to personal  gain  and
advantage. Conflicts of interest should, wherever possible, be avoided.

In  particular,  clear  conflict of interest  situations  involving  directors,
executive officers and other  employees  who  occupy  supervisory positions may
include the following:


   -   any  significant  ownership  interest  in any supplier  or client of the
       Company;

   -   any  consulting  or  employment  relationship with any client,  supplier
       or competitor;

   -   any  outside  business  activity  that  detracts  from  an  individual's
       ability  to  devote  appropriate  time  and  attention  to  his  or  her
       responsibilities with the Company;

   -   the  receipt  of  non-nominal  gifts or excessive entertainment from any
       company  with  which  the Company has current  or  prospective  business
       dealings;

   -   being  in  the  position  of  supervising,  reviewing   or  having   any
       influence on  the job evaluation, pay or benefit of any immediate family
       member; and

   -   selling  anything  to  the  Company or buying anything from the Company,
       except  on  the same  terms  and  conditions  as  comparable  directors,
       officers or employees are permitted to so purchase or sell.

Such situations, if  material,  should  always  be  discussed  with the Code of
Ethics Contact Person. Anything that would present a conflict for  a  director,
officer or employee would likely also present a conflict if it is related  to a
member of his or her family.

DISCLOSURE

Each  director,  officer  or  employee  involved  in  the  Company's disclosure
process,  including  the Chief Executive Officer, the Chief Financial  Officer,
the Chief Operating Officer,  the  Chief  Information Officer and the President
(the "SENIOR OFFICERS"), is required to be  familiar  with  and comply with the
Company's  disclosure  controls  and  procedures  and  internal  control   over
financial   reporting,   to   the  extent  relevant  to  his  or  her  area  of
responsibility, so that the Company's  reports  and  documents  comply  in  all
material  respects with applicable laws and regulations. In addition, each such
person having  direct  or  supervisory authority regarding the Company's public
communications concerning its  general  business,  results, financial condition
and  prospects should, to the extent appropriate within  his  or  her  area  of
responsibility,  consult  with  other  Company  officers and employees and take
other appropriate steps regarding these disclosures  with  the  goal  of making
full, fair, accurate, timely and understandable disclosure.

Each  director, officer or employee who is involved in the Company's disclosure
process, including without limitation the Senior Officers, must:

   -   Familiarize  himself  or  herself   with   the  disclosure  requirements
       applicable  to  the  Company  as  well  as  the business  and  financial
       operations of the Company.

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

   -   Properly  review and  critically   analyze   proposed   disclosure   for
       accuracy and completeness  (or, where appropriate, delegate this task to
       others).

COMPLIANCE

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,  including those relating to accounting  and  auditing
matters.

REPORTING AND ACCOUNTABILITY

The  Board of Directors is responsible  for  applying  this  Code  to  specific
situations  in  which  questions  are  presented to it and has the authority to
interpret  this  Code in any particular situation.  Any  director,  officer  or
employee who becomes  aware of any existing or potential violation of this Code
is required to notify the Code of Ethics Contact Person promptly. Failure to do
so is itself a violation of this Code.

Any questions relating to how this Code should be interpreted or applied should
be addressed to the Code  of  Ethics  Contact  Person.  A  director, officer or
employee who is unsure of whether a situation violates this Code should discuss
the  situation  with  the  Code  of  Ethics Contact Person to prevent  possible
misunderstandings and embarrassment at a later date.

Each director, officer or employee must:

   -   Notify  the  Code  of  Ethics Contact Person promptly of any existing or
       potential violation of this Code.

   -   Not  retaliate  against  any  other  director,  officer  or employee for
       reports of potential violations that are made in good faith.

The  Board  of Directors and the Code of Ethics Contact Person shall  take  all
action they consider  appropriate  to  investigate  any  violations reported to
them. If a violation has occurred, the Company will take such  disciplinary  or
preventive  action  as it deems appropriate, after consultation with others, if
appropriate. The Code  of  Ethics  Contact  Person  will  maintain  a record of
violations of this Code that are reported and all dispositions.

From time to time, the Company may waive some provisions of this Code.  Waivers
are  required in the event of any material departure from this Code. Any waiver
of this Code may be made only by the Board of Directors.

CORPORATE OPPORTUNITIES

Directors,  officers  and  employees  owe  a duty to the Company to advance the
Company's business interests when the opportunity  to  do so arises. Directors,
officers  and  employees are prohibited from taking (or directing  to  a  third
party) a business  opportunity  that is discovered through the use of corporate
property, information or position,  unless the Company has already been offered
the opportunity and turned it down. More  generally,  directors,  officers  and
employees are prohibited from using corporate property, information or position
for personal gain and from competing with the Company.

Sometimes  the line between personal and Company benefits is difficult to draw,
and  sometimes  there  are  both  personal  and  Company  benefits  in  certain
activities. Directors, officers and employees who intend to make use of Company
property  or  services  in  a  manner not solely for the benefit of the Company
should consult beforehand with the Code of Ethics Contact Person.

CONFIDENTIALITY


In carrying out the Company's business, directors, officers and employees often
learn confidential or proprietary  information  about the Company, its clients,
suppliers,  or joint venture parties. Directors, officers  and  employees  must
maintain the  confidentiality  of  all information so entrusted to them, except
when disclosure is authorized or legally  mandated. Confidential or proprietary
information  of the Company, and of other companies,  includes  any  non-public
information that  would be harmful to the relevant company or useful or helpful
to competitors if disclosed.


All employees, including  directors  and  officers,  and their immediate family
members,  must  maintain  inside  information about the Company  and  Company's
clients in strict confidence and must  not  communicate  such information, even
within  the Company, to any person unless the person has a  need  to  know  the
information  for  legitimate,  Company-related  reasons.  A  person  who  leaks
material  inside  information  to  another  person can be held liable under the
anti-fraud provisions of the Securities Exchange  Act  of  1934  if that person
uses  that  information to trade in securities. The concept of material  inside
(or  non-public)  information  is  discussed  in  greater  detail  below  under
"Prohibition of Insider Trading".

Persons  with  access  to non-public information about the Company or Company's
clients should not discuss  such  information  in  public  places  where  it is
possible  that  the  information  can  be  overheard,  such  as  in  elevators,
restaurants  and  public transportation. Anyone who becomes aware of a leak  of
such non-public information, whether inadvertent or otherwise, should report it
immediately to the  Code of Ethics Contact Person. In addition, if you have any
questions as to whether  information  constitutes  material inside information,
you should consult with the Code of Ethics Contact Person.

PROHIBITION OF INSIDER TRADING

Persons who violate the insider trading prohibitions  set  forth in the federal
securities laws are subject to potential civil damages and criminal  penalties.
Civil  damages  may  include disgorgement of profits and a fine of up to  three
times the profit gained  or  loss avoided. Criminal penalties may include fines
as high as $1,000,000 and 10 years imprisonment for each violation. In addition
to the civil damages and criminal  penalties which can be imposed on violators,
any  appearance  of  impropriety could  damage  the  Company's  reputation  for
integrity and ethical  conduct  and  impair  client  confidence in the Company.
Employees who violate the Company's policy on Prohibition  of  Insider  Trading
are subject to Company sanctions including dismissal for cause.

It  is the Company's policy that no employee, regardless of his or her position
within  the  Company,  may  purchase  or sell Company's or a Company's client's
securities while in the possession of material  inside  information  concerning
the  Company or the Company client. This prohibition applies to anyone  in  the
Company  at  any  level  if  such  person  has  access  to  material non-public
information  about  the  Company or a Company client. The Insider  Trading  and
Securities  Fraud  Enforcement  Act  of  1988  and  the  anti-fraud  and  other
provisions of the federal  securities  laws  generally  prohibit  the misuse of
material non-public information and impose civil and criminal liability against
persons  who  engage  in such activities. The federal securities laws  prohibit
persons from trading while in the possession of material non-public information
and from passing on or  "tipping"  such information to others who may trade in,
or recommend, the purchase or sale of  securities  to  which  such  information
relates. These prohibitions apply, and penalties may be imposed, whether or not
the person derives any benefit from the trading. The same restrictions apply to
the person's family members and others sharing the person's home. Each employee
is responsible for the compliance of such other persons.

Information is considered "material" if a reasonable investor would consider it
important  in making an investment decision. As a practical matter, information
whose disclosure  would  affect the market price of the securities is likely to
be deemed material. WHEN IN DOUBT ABOUT WHETHER INFORMATION IS MATERIAL, ASSUME
THAT SUCH INFORMATION IS MATERIAL UNLESS ADVISED TO THE CONTRARY BY THE CODE OF
ETHICS CONTACT PERSON.

Information is deemed non-public  until  it  has  been disseminated in a manner
making it available to investors generally. If the  information is published by
means of the wire services, The Wall Street Journal or  The  New York Times, it
will satisfy the public dissemination requirement. Public dissemination usually
contemplates some period or delay after release of the information in order for
outside investors to evaluate the news.

There may often be material non-public information regarding the  Company  or a
Company  client  within the Company that is not yet ripe for public disclosure.
On the other hand,  the  information  may  be highly material in the sense that
individuals  with  access to the information may  trade  on  that  information.
WHENEVER ANY DOUBT EXISTS,  THE  PRESUMPTION  SHOULD  BE AGAINST TRADING IN THE
COMPANY'S OR A COMPANY'S CLIENT'S SECURITIES BY ANY INSIDER  WITH ACCESS TO THE
INFORMATION UNTIL APPROVAL HAS BEEN SOUGHT THROUGH APPROPRIATE CHANNELS.

Any person who has any questions about the Company's policy should consult with
the  Code  of  Ethics  Contact  Person.  However,  ultimate responsibility  for
compliance with Company policy and refraining from insider  trading  rests with
each employee.

FAIR DEALING

We have a history of succeeding through honest business competition. We  do not
seek  competitive  advantages  through illegal or unethical business practices.
Each director, officer and employee  should  endeavor  to  deal fairly with the
Company's clients, service providers, suppliers, competitors  and employees. No
director,  officer  or employee should take unfair advantage of anyone  through
manipulation, concealment,  abuse  of privileged information, misrepresentation
of material facts, or any unfair dealing practice.

This Code is a statement of the fundamental  principles  and  key  policies and
procedures  that  govern  the  conduct  of  the  Company's business. It is  not
intended  to,  and  does  not create, an employment contract  or  assurance  of
continued employment, and does  not  create  rights  in  any  employee, client,
service provider, competitor, shareholder or any other person or entity.

PROTECTION AND PROPER USE OF COMPANY ASSETS

All directors, officers and employees should protect the Company's  assets  and
ensure  their  efficient  use.  All  Company  assets  should  be  used only for
legitimate business purposes.

AMENDMENTS

The  Company  reserves  the  right to amend this Code from time to time  as  it
determines to be desirable or  appropriate. Any amendments to this Code must be
approved or ratified by a majority vote of the Board of Directors.