<SEQUENCE>5

<FILENAME>ex141.txt

<DESCRIPTION>CODE OF BUSINESS CONDUCT AND ETHICS

<TEXT>

                       CODE OF BUSINESS CONDUCT AND ETHICS

                                       for

                                   ICOA, Inc.





Introduction



     ICOA, Inc. (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



                                       1



<PAGE>



compliance  with the law, we should always conduct our business with the highest

standards of honesty and integrity - wherever we operate.





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

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC