CODE OF BUSINESS CONDUCT AND ETHICS

                                       FOR

                             Pegasus Wireless Corp.





INTRODUCTION



PEGASUS WIRELESS CORP., (the "Company") is committed to the highest standards of

legal and ethical conduct. This Code of Business Conduct and Ethics (the "Code")

sets forth the Company's  policies with respect to the way we conduct  ourselves

individually and operate our business.  The provisions of this Code are designed

to deter  wrongdoing  and to  promote  honest  and  ethical  conduct  among  our

employees, officers and directors.



In the course of performing  our various  roles in the Company,  each of us will

encounter   ethical  questions  in  different  forms  and  under  a  variety  of

circumstances.  Moments of ethical  uncertainty  may arise in our dealings  with

fellow employees of the Company,  with customers,  or with other parties such as

government entities or members of our community. In achieving the high ground of

ethical behavior, compliance with governmental laws is not enough. Our employees

should never be content with simply obeying the letter of the law, but must also

strive to comport themselves in an honest and ethical manner. This Code provides

clear rules to assist our employees, directors and officers in taking the proper

actions when faced with an ethical dilemma.



The  reputation of the Company is our greatest asset and its value relies on the

character of its employees. In order to protect this asset, the Company will not

tolerate  unethical  behavior by  employees,  officers or  directors.  Those who

violate the standards in this Code will be subject to  disciplinary  action.  If

you are concerned  about taking an action that may violate the Code or are aware

of a  violation  by  another  employee,  an officer  or a  director,  follow the

guidelines set forth in Sections 10 and 11 of this Code.



This Code  applies  equally to all  employees,  officers  and  directors  of the

Company. All references to employees contained in this Code should be understood

as referring to officers and directors as well.



1.   COMPLIANCE WITH LAWS, RULES AND REGULATIONS



Company policy requires that the Company, as well as all employees, officers and

directors  of the  Company,  comply fully with both the spirit and the letter of

all laws, rules and regulations.  Whenever an applicable law, rule or regulation

is unclear or seems to conflict with either another law or any provision of this

Code, all employees, officers and directors are urged to seek clarification from

their  supervisor,  the appropriate  compliance  official or the Chief Executive

Officer. See Section 11 for contact information. Beyond mere compliance with the

law, we should always conduct our business with the highest standards of honesty

and integrity - wherever we operate.









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2.   CONFLICTS OF INTEREST



Every  employee has a primary  business  responsibility  to the Company and must

avoid  conflicts  of  interest.  A conflict of interest  arises when an employee

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