LINKWELL CORPORATION

                       CODE OF BUSINESS CONDUCT AND ETHICS

            (Adopted by the Board of Directors on December 21, 2005)



Introduction



         This Code of Business Conduct and Ethics covers a wide range of

business practices and procedures. It does not cover every issue that may arise

but it sets out basic principles to guide all employees of Linkwell Corporation.

(the "Company"). All of our officers, directors and employees must conduct

themselves accordingly and seek to avoid even the appearance of improper

behavior. The code should also be provided to and followed by the Company's

agents and representatives, including consultants.



         If a law conflicts with a policy in this Code, you must comply with the

law. If you have any questions about these conflicts, you should ask your

supervisor how to handle the situation.



         Those who violate standards in this Code will be subject to

disciplinary action, up to and including termination of employment. If you are

in a situation that you believe may violate or lead to a violation of this Code,

follow the guidelines described in Section 14 of this Code.



         1.       Compliance with Laws, Rules and Regulations



                  Obey the law, both in letter and in spirit, is the foundation

on which our ethical standards are built. All employees must respect and obey

the laws of the cities, states and countries in which we operate. Although not

all employees are expected to know the details of these laws, it is important to

know enough about them to determine when to seek advice from supervisors,

managers or other appropriate personnel.



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         2.       Conflicts of Interest



                  A "conflict of interest" exists when a person's private

interests interferes in any way with the interests of the Company. 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 efficiently. Conflicts of interest may also arise when an

employee, officer or director, or members of 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, employees and their family members

may create conflicts of interest.



                  It is almost always a conflict of interest for a Company

employee to work simultaneously for a competitor, customer or supplier. You are

not allowed to work for a competitor as a consultant or board member. The best

policy is to avoid any direct or indirect business connection with our

customers, suppliers or competitors, except on our behalf. Conflicts of interest

are prohibited as a matter of Company policy, except under guidelines approved

by our Board of Directors. Conflicts of interest may not always be clear-cut, so

if you have a question, you should consult with higher levels of management. Any

employee, officer or director who becomes aware of a conflict or potential

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