SOURCE INTERLINK COMPANIES, INC.



                       CODE OF BUSINESS CONDUCT AND ETHICS



INTRODUCTION



At Source Interlink Companies, Inc., we are committed to always doing the right

thing. Operating with a strong sense of integrity is critical to maintaining

trust and credibility with our customers, business partners and stockholders.

Our reputation for ethical behavior and integrity is one reason why we are

considered a leader in our industry. Maintaining that reputation is very

important to the Board of Directors and management. This Code of Business

Conduct and Ethics has been adopted by our Board of Directors and is

specifically designed to be part of an effective program to prevent and detect

violations of law. Before you review specific principles, you should have a good

sense of our basic principles from which this Code of Business Conduct and

Ethics are derived. These basic principles are:



     -    We will always adhere to the highest standards of loyalty, candor and

          care in our business dealings;



     -    We will act honestly and ethically in all aspects of our business,

          including the disclosure and ethical handling of actual or apparent

          conflicts of interest between personal and professional relationships;



     -    We will provide full, fair, accurate, timely and understandable

          disclosure in reports and documents filed with the U.S. Securities and

          Exchange Commission and in other public communications;



     -    We will strictly comply with all laws, rules and regulations

          applicable to the conduct of our business, including those applicable

          to transactions in our securities;



     -    We will protect and properly use our property, assets and confidential

          information;



     -    We will promptly report any violations or suspected violations of this

          Code or other unethical or illegal behavior; and



     -    We will be accountable for adherence to this Code, including prompt

          and consistent action against persons who violate the Code.



COMPLIANCE WITH THE CODE



UNDERSTANDING THE CODE



          We take this Code very seriously. All members of our Board of

Directors and employees, including our principal executive officer, principal

financial officer, vice president of finance, and other senior financial and

accounting personnel, must follow the ethical standards set forth in this Code

and are obligated to report, in a timely fashion, any possible violations of our

ethical standards that they may witness. Doing so is not an act of disloyalty,

but an action that shows your sense of responsibility and fairness to your

fellow employees, our customers, suppliers and shareholders. Reporting in good

faith



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possible ethical violations by others will not subject you to reprisal. In fact,

retaliation or punishment for reporting suspected unethical or illegal conduct

by another employee as provided in this Code, or for coming forward to alert the

Company of any questionable situation, is against the law.



          It is your responsibility to read carefully and understand this Code,

but we do not expect this Code to answer every possible question you may have in

the course of conducting our business. Furthermore, if you are concerned about

an ethical situation or are not sure whether specific conduct meets our

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