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TX Holdings, Inc. ("TX Holdings") has adopted and will operate its business under the following Code of Ethics which will apply to all its Officers, Employees and Sub Contractors.

At all times we shall engage only in honest and ethical conduct and business operation.

We pledge to protect the interests of our Customers, Suppliers, Employees and Shareholders. It is the responsibility of each individual within our Company to ensure that these Codes are practiced. Should breaches or conflicts arise, these will be immediately reported to an Officer of the Company whose duty it is to notify the CEO or Board of Directors, who will ensure a fair and just arbitration to resolve the issue.

We will ensure that our reporting to U.S. Securities and Exchange Commission and other public communications shall be full, fair, accurate, timely and understandable.

Each employee of TX Holdings shall use his or her best efforts to assure compliance with this Code of Ethics and all applicable governmental laws, rules and regulations.

This document will be given to all Officers and Employees.