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

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

standards of honesty and integrity - wherever we operate.



Adopted March 29,2004                                           Page 1 of 6



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2.       Conflicts of Interest

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