CODE OF BUSINESS CONDUCT AND ETHICS

          (AS APPROVED BY THE BOARD OF DIRECTORS ON FEBRUARY 11, 2004)



THIS CODE APPLIES TO EVERY DIRECTOR, OFFICER (INCLUDING THE CHIEF EXECUTIVE

OFFICER, PRESIDENT AND CHIEF FINANCIAL OFFICER), AND EMPLOYEE OF NUTECH DIGITAL,

INC., (THE "COMPANY").



To further the Company's fundamental principles of honesty, loyalty, fairness

and forthrightness, the Board of Directors of the Company (the "Board:") has

established and adopted this Code of Business Conduct and Ethics (this "Code").



This Code strives to deter wrongdoing and promote the following six objectives:



      o     honest and ethical conduct;



      o     avoidance of conflicts of interest;



      o     full, fair, accurate, timely and transparent disclosure;



      o     compliance with applicable government and self-regulatory

            organization laws, rules and regulations;



      o     prompt internal reporting of Code violations; and



      o     accountability for compliance with the Code.



Below, we discuss situations that require application of our fundamental

principles and promotion of our objectives. If you believe there is a conflict

between this Code and a specific procedure, please consult the Company's Board

of Directors for guidance.



Each of our directors, officers and employees is expected to:



      o     understand the requirements of your position, including Company

            expectations and governmental rules and regulations that apply to

            your position;



      o     comply with this Code and all applicable laws, rules and

            regulations;



      o     report any violation of this Code of which you become aware; and



      o     be accountable for complying with this Code.



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TABLE OF CONTENTS

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ETHICS ADMINISTRATOR...........................................................3

ACCOUNTING POLICIES............................................................3

AMENDMENTS AND MODIFICATIONS OF THIS CODE......................................3

ANTI-BOYCOTT AND U.S. SANCTIONS LAWS...........................................3

ANTITRUST AND FAIR COMPETITION LAWS............................................4

BRIBERY........................................................................5

COMPLIANCE WITH LAWS, RULES AND REGULATIONS....................................5

COMPUTER AND INFORMATION SYSTEMS...............................................5

CONFIDENTIAL INFORMATION BELONGING TO OTHERS...................................5

CONFIDENTIAL AND PROPRIETARY INFORMATION.......................................6

CONFLICTS OF INTEREST..........................................................7

CORPORATE OPPORTUNITIES AND USE AND PROTECTION OF COMPANY ASSETS...............8

DISCIPLINE FOR NONCOMPLIANCE WITH THIS CODE....................................8

DISCLOSURE POLICIES AND CONTROLS...............................................8

ENVIRONMENT, HEALTH AND SAFETY.................................................9

FILING OF GOVERNMENT REPORTS...................................................9

FOREIGN CORRUPT PRACTICES ACT..................................................9

INSIDER TRADING OR TIPPING....................................................10

INTELLECTUAL PROPERTY: PATENTS, COPYRIGHTS AND TRADEMARKS.....................11

INVESTOR RELATIONS AND PUBLIC AFFAIRS.........................................11

POLITICAL CONTRIBUTIONS.......................................................11

PROHIBITED SUBSTANCES.........................................................12

RECORD RETENTION..............................................................12

REPORTING VIOLATIONS OF THIS CODE.............................................12

WAIVERS.......................................................................13

CONCLUSION....................................................................13





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ETHICS ADMINISTRATOR

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All matters concerning this Code shall be heard by the Board of Directors.





ACCOUNTING POLICIES

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The Company will make and keep books, records and accounts, which in reasonable

detail accurately and fairly present the Company's transactions.



All directors, officers, employees and other persons are prohibited from

directly or indirectly falsifying or causing to be false or misleading any

financial or accounting book, record or account. You and others are expressly

prohibited from directly or indirectly manipulating an audit, and from

destroying or tampering with any record, document or tangible object with the

intent to obstruct a pending or contemplated audit, review or federal

investigation. The commission of, or participation in, one of these prohibited

activities or other illegal conduct will subject you to federal penalties, as

well as to punishment, up to and including termination of employment.



No director, officer or employee of the Company may directly or indirectly make

or cause to be made a materially false or misleading statement, or omit to

state, or cause another person to omit to state, any material fact necessary to

make statements made not misleading, in connection with the audit of financial

statements by independent accountants, the preparation of any required reports

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