EOS INTERNATIONAL, INC.

CODE OF BUSINESS CONDUCT AND ETHICS

Introduction

This Code of Business Conduct and Ethics (this Code) 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 personnel of Eos International, Inc. (the Company).

The Company is committed to the highest ethical standards and to conducting its business with the highest level of integrity. Ethics and integrity are part of the foundation upon which our success depends. All employees, officers, directors, and representatives (including all agents and consultants) of the Company must conduct themselves accordingly and seek to avoid even the appearance of improper behavior. This Code is to be provided to, and followed by, the Companys employees, officers (including the chief executive officer, principal financial officer, principal accounting officer or controller of the Company, and all persons performing similar functions for or on behalf of the Company), directors, and representatives.

This Code of Business Conduct and Ethics is designed to deter wrongdoing and to promote (i) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; (ii) avoidance of conflicts of interest, including disclosure to an appropriate person or persons identified in this Code of any material transaction or relationship that reasonably could be expected to give rise to such a conflict; (iii) full, fair, accurate, timely, and understandable disclosure in reports and documents that the Company files with, or submits to, the SEC and in other public communications made by the Company; (iv) compliance with applicable governmental laws, rules and regulations; (v) the prompt internal reporting to an appropriate person or persons identified in this Code of violations of this Code; and (vi) accountability for adherence to this Code.

If a law conflicts with a policy in this Code, you must comply with the law; however, if a local custom or policy conflicts with this Code, you must comply with this Code. If you have any questions about these conflicts, you should ask your supervisor how to handle the situation.

Anyone who violates this Code will be subject to disciplinary action in accordance with Section 18 of this Code. If you are in a situation that you believe may violate or lead to a violation of this Code, follow the compliance procedure guidelines described in Section 17 of this Code.

1. Compliance with Laws, Rules and Regulations

Obeying the law, both in letter and in spirit, is the foundation on which this Companys ethical standards are built. All employees, officers, directors, and representatives of the Company must respect and obey the laws of the cities, states and countries in which we operate. Although not all employees, officers, directors, and representatives are expected to know the details of these laws, it is important to know enough to determine when to seek advice from supervisors, managers or other appropriate personnel.

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