COLLEXIS HOLDINGS, INC
                       CODE OF ETHICS AND BUSINESS CONDUCT

GENERAL

Collexis Holdings, Inc. and its affiliates (the "Company") seek to conduct their
business in accordance with the spirit, as well as the letter, of the law. The
Company believes in and adheres to the highest standards of ethical conduct.
Employees are expected to perform their duties on behalf of the Company anywhere
in the world in accordance with the law and the highest ethical standards.
Consistent with this responsibility, each employee owes the Company undivided
loyalty and should avoid any direct or indirect interest, investment or
association which is or might be detrimental to the Company's interest.

PURPOSE

This Code of Conduct is established to set forth the standards which are to
govern employees in the performance of their duties on behalf of the Company and
in their involvement in outside business activities.

SCOPE

This Code of Conduct applies to all employees of the Company. No employee shall
undertake indirectly any conduct prohibited by this Code of Conduct.

POLICY

1. Compliance with Laws and Standards of Conduct

It is the policy of the Company to comply with the laws that apply to its
business everywhere it operates. Each employee, in dealing with contractors,
carriers, suppliers, consultants, customers, fellow workers and other persons
doing business with the Company, or in representing the Company before any
governmental body, shall conduct his or her activities in accordance with the
law and in accordance with the highest ethical standards.

It is a primary responsibility of the Chief Executive Officer and other senior
officers of the Company to set the standard for business ethics through the
adoption of appropriate policy and the personal example set by each of them.
Each employee, however, is ultimately responsible for his or her own actions. By
accepting employment with the Company, each employee signifies his or her
acceptance of the obligation to ensure that the Company's standards of conduct
are observed.

Violation of this Code of Conduct may in certain circumstances subject the
Company and the individual involved to criminal or civil liability. Whenever the
legality or propriety of any proposed action is subject to question, the
employee involved should obtain advice from his or her supervisor or the Chief
Executive Officer.

2. Receipt of Loans, Gifts, Entertainment, Travel and Services

Under no circumstances shall any employee or any member of his or her immediate
family accept payments of money from any supplier, customer or other person
doing business with the Company or entertainment, special considerations,
discounts or gifts of materials, equipment, services, facilities or anything
else of value unless (i) they are in each instance in the nature of customary
courtesies usually associated with accepted business practice, (ii) they do not
improperly interfere with the employee's independent judgment in the performance
of his or her employment and (iii) their public disclosure would not embarrass
either the Company or the employee.




3. Improper Payments

No employee shall authorize, make or participate in a payment of money or a gift
of Company property, services or facilities or anything else of value to (i) any
domestic or foreign governmental agency or official, (ii) any non-governmental
customer or prospective customer or (iii) employees, agents or associates of
such persons for the purpose of promoting or retaining business for the Company
or inducing the recipient to grant favorable treatment to, or forego any claim
against, the Company. United States law prohibits the giving of gifts or making
of payments to foreign officials, candidates or political parties for the
purpose of influencing any act or decision. This prohibition extends to payments
or gifts made to any person if you have reason to believe that such person will
offer, give or promise any part of the payment or gift to any foreign official,
candidate or party. All such payments and gifts are prohibited by this Code of
Conduct unless approved in writing by the Chief Executive Officer.

This Code of Conduct specifically prohibits the payment of any fee or commission
to distributors or agents marketing the Company's products where a portion of
such payment is passed on to a governmental agency or a customer, or to
officials, employees or agents of either. Gifts, gratuities and entertainment
may be given by employees, however, if, in addition to being otherwise in
accordance with this Code of Conduct, they are of such limited value and are in
such form that they cannot be characterized as being made for the purpose of
improperly obtaining or retaining business and public disclosure of the facts
surrounding them would not embarrass the Company.

4. Maintenance of Proper Records

All assets and liabilities and items of revenue and expense of the Company shall
be recorded in its regularly maintained accounting records. No undisclosed or
unrecorded fund or asset of the Company shall be established for any purpose.
Accounting records of the Company must accurately reflect, and be a fair
representation of, the transactions they record in accordance with generally
accepted accounting principles and policies of the Company and in a manner which
will reflect the nature and purpose and amounts thereof. No false or artificial
entry shall be made in the records of the Company for any reason, and no false
statement, written or oral, shall be made in connection with an audit or other
examination of the Company's books or any filing with any governmental
authority. All payments (other than payments covered by normal petty cash
procedures) on behalf of the Company of any amounts required by law or contract
to be made shall be made only by check drawn against a regularly constituted
account of the Company or other commercially acceptable means for transfer of
funds which is supported by written evidence. Any employee having information or
knowledge regarding any violation of this Code of Conduct shall promptly report
such matter to the Chief Executive Officer.

5. Political Contributions

Neither the Company nor any employee shall make any contribution of Company
funds, materials, equipment, facilities, or services or anything else of value
to any foreign or domestic candidate for public office or any political party or
committee unless (i) the Chief Executive Officer determines that the making of
such contribution is legal in the jurisdiction in which it is proposed to be
made and (ii) each such contribution is specifically authorized by the Board of
Directors of the Company and is reflected in the minutes of the meeting at which
such action was taken. Employees are free to participate in lawful political
activities and to make personal contributions to political parties, committees
or candidates of their choice.

6. Conflict of Interest

No employee shall, directly or indirectly, engage in, or have any interest,
financial or otherwise, in any other business enterprise which interferes or is
likely to interfere with the employee's independent exercise of judgment in the
Company's best interest. Generally, a conflict of interest exists when an
employee is involved in an activity:

a. the operations of which are in conflict with a present or prospective
activity of the Company, including research and development;




b. which provides products or services directly to, or purchases products or
services from, the Company;

c. which subjects the employee to unreasonable time demands that prevent the
employee from devoting proper attention to his or her responsibilities to the
Company; or

d. which is so operated that the employee's involvement with the outside
business activity will reflect adversely upon the Company.

Other situations may arise in which the interest in question is such as to bring
it within the area of potential conflict of interest. In case an employee has
any question concerning whether any activity involves a conflict, he or she
should discuss the situation with his or her supervisor or the Chief Executive
Officer.

7. Interests in Competitors, Suppliers or Customers

No employee nor any member of his or her immediate family shall have a
significant financial interest in a company which does business with the Company
or in a company which is any of the Company's competitors, customers or
suppliers. Generally, a "significant" interest is one which is so substantial by
virtue of its absolute size or relative importance to the employee compared to
his or her income or other investments that it might interfere with the
employee's independent judgment in the Company's best interest. All employees
should consult with the Chief Executive Officer if they have any questions
regarding whether their interest is "significant."

8. Outside Business Interests

No employee shall undertake any outside business interest without first assuring
that no conflict of interest exists. Generally, an outside business interest is
one which involves an employee in a business enterprise as a director, officer
or significant stockholder. If, in the employee's judgment, a contemplated
outside business interest does not present a conflict of interest, then the
employee should seek Company approval to undertake the contemplated involvement
in the outside business interest through the Chief Executive Officer. In the
event approval is given and the employee becomes involved in such activity, the
employee will have a continuing responsibility for insuring that no conflict of
interest develops. If a conflict should arise in the future, the employee will
be expected to report the conflict of interest to the Company and terminate the
involvement immediately if the conflict of interest cannot be resolved.

9. Outside Employment

While outside employment is not encouraged, it is recognized that there are
circumstances in which it is acceptable. No employee, however, shall accept
employment where the possibility of a conflict of interest exists. Under no
circumstances may the Company's materials, services or premises be used in
furtherance of such outside employment. No employee may accept a position as an
officer, director, partner, consultant, representative, agent or employee of a
competitor, supplier or customer of the Company. This prohibition extends to
businesses that deal in areas or product lines that are similar to those of the
Company and businesses that might wish to be a supplier of the Company or have
the Company as a customer.

10. Confidential and Proprietary Information

Each employee shall take appropriate precautions to safeguard confidential and
proprietary information of the Company. Confidential and proprietary information
includes not only information that is labeled as such, but also information and
data developed in the course of the Company's activities, the disclosure of
which could be harmful to the interests of the Company. Lab notes, product and
business plans, budgets, customer lists, sales forecasts, trade secrets and
design plans, and research and engineering data are examples of confidential and
proprietary information which employees are expected to safeguard. No employee
shall disclose to the Company or induce the Company to use any confidential or
proprietary information of others. No employee, other than specifically
designated representatives of the Company,




should speak with the media, securities analysts, investors or regulatory or
governmental agencies without clearance from the Chief Executive Officer.

11. Nonpublic Information

No employee who has knowledge of material nonpublic information about the
Company or its plans, gained either within or outside the scope of his or her
employment, may take advantage of such information for personal gain or for the
benefit of others; nor may the employee disclose such information to anyone,
except in the performance of his or her duties on behalf of the Company.
Employees must exercise care not to disclose material nonpublic information
regarding the Company, either intentionally or inadvertently, under any
circumstances. Information is "material" if an investor could consider the
information important in deciding whether to buy, sell or hold securities of the
Company. Employees should consult with the Chief Executive Officer if they are
unsure as to whether they are in possession of material nonpublic information.

IMPLEMENTATION

1. Dissemination of Code of Conduct

Each current employee of the Company will be provided with a copy of the Code of
Conduct, and will be required to submit to the company a signed statement
acknowledging that (i) the employee read and understood the Code of Conduct and
(ii) agrees to comply with its requirements as a condition of employment. All
new employees will receive a copy of the Code of Conduct with their orientation
materials and will also be required to sign a statement acknowledging the
matters stated above.

2. Employee Obligations

Each employee is required to conduct himself or herself in accordance with the
standards set forth in the Code of Conduct, and to report to his or her
supervisor or the Chief Executive Officer any violations of the Code of Conduct
of which the employee becomes aware. The Code of Conduct operates as an honor
code; it is essential that each employee take responsibility for monitoring
company-wide compliance with the Code of Conduct and reporting any violations.
Employees who do not feel comfortable reporting a suspected violation to their
immediate supervisor, should report the violation to the Chief Executive officer
or to a member of the Company's Board of Directors, going as far up the
Company's chain of authority as is necessary to ensure that appropriate
corrective action is being taken. All reported violations will be investigated
and remedial action, depending on the nature of the violation, will be taken.

3. Enforcement

Each reported violation of this Code of Conduct will be investigated by the
Company. After investigation, appropriate action will be taken which may include
disciplinary action (including termination) and the reporting of suspected
criminal conduct to appropriate authorities. The intimidation or harassment of
anyone who reports, or is considering reporting, a suspected violation of this
Code of Conduct is a breach of this Code of Conduct and will be dealt with
appropriately.

4. Responsibility

Overall responsibility for administering and enforcing this Code of Conduct lies
with the Company's Chief Executive Officer. Implementation and regular
administration and enforcement have been delegated to the managers of the
Company's various divisions, departments and subsidiaries. These individuals are
responsible for ensuring that the employees understand the Code of Conduct, all
reports of violations are investigated and that appropriate action is taken.




EMPLOYEE STATEMENT OF UNDERSTANDING

1. By signing this Statement of Understanding, I hereby acknowledge that I have
received and read the Code of Conduct of Collexis Holdings, Inc. (the "Company")
in effect as of the date hereof, I fully understand the policies set forth
therein and I expressly agree to abide by them. I understand that the execution
of this Statement of Understanding is a condition of my employment by the
Company.

2. I understand that any failure on my part to abide by the terms and conditions
of the Code of Conduct could lead to disciplinary action by the Company,
including the termination of my employment.

3. Should any matter or dealings in which I am now or hereafter become involved,
on my own behalf or as an employee of the Company, appear to conflict with the
Code of Conduct as then in effect, I will promptly disclose the facts relating
to such perceived conflict to the Company, and will take whatever action is
required by the Company to resolve any actual conflict found to exist.

4. I understand that the Code of Conduct will be reviewed periodically by the
Company and that the company reserves the right to alter, amend, modify or
terminate any provisions contained in the Code of Conduct at any time without
notice to me. I acknowledge and understand that the obligations which I have
undertaken pursuant to this Statement of Understanding may not be changed,
released or terminated, in whole or in part, except by an instrument signed by a
duly authorized officer of the Company.

5. This statement of Understanding supersedes any prior agreement, written or
oral, between the Company and me relating to the matters which are the subject
of the Code of Conduct.

6. This Statement of Understanding does not create a contract of employment
between the Company and me.