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Exhibit 4.0       
 Code of ethics

EcoEmissions
      Systems, Inc. : Code of Ethics


CODE OF ETHICS FOR DIRECTORS AND SENIOR OFFICERS- ECO

EcoEmissions Systems, Inc. is committed to conducting business
in accordance with all applicable laws, rules, regulations and stock exchange
policies and the highest standards of business ethics. We are also committed to
full and accurate financial disclosure in compliance with applicable laws. This
Code of Ethics is applicable to anyone who holds the position of chief executive
officer, president, chief financial officer or controller and all other senior
officers (and persons performing similar functions regardless of their titles)
in the Company and in any of our subsidiary companies (together, "Senior
Officers") and any directors of the Company and of any subsidiaries of the
Company (together, "Directors"). This Code of Ethics sets forth specific
policies to guide you in the performance of your duties.

As a Director or Senior Officer, you have a duty to not only
comply with applicable laws, but also to conduct yourself in an honest and
ethical manner and to help us foster a culture of high ethical standards and
commitment to compliance with this Code of Ethics.

This Code of Ethics is intended to supplement any code of
business conduct and ethics that may be adopted by the Company, if so adopted.
You will also be bound by the requirements and standards set forth in any such
code of business conduct and ethics, if adopted, as well as those set forth in
this Code of Ethics and other applicable policies and procedures.

COMPLIANCE WITH LAWS, RULES AND REGULATIONS

You are required to comply with the laws, rules and regulations
that govern the conduct of our business, both within the United States and in
any other country where we conduct business. You must report any suspected
violations in accordance with the section below entitled "Compliance with Code
of Ethics".

CONFLICTS OF INTEREST

A conflict of interest occurs when your private interests
interfere in any way, or to a reasonable and objective observer might appear to
interfere, with the interests of the Company. Your obligation to conduct the
Company's business in an honest and ethical manner includes the ethical handling
of actual or apparent conflicts of interest between personal and business
relationships.

Before making any investment, accepting any position or
benefits, participating in any transaction or business arrangement or otherwise
acting in a manner that creates or reasonably appears to create a conflict of
interest, you must make full disclosure of all facts and circumstances to, and
obtain the written approval of, the Management Committee is not available within
a reasonable period of time, then the Board of Directors.

DISCLOSURE IN REPORTS AND DOCUMENTS

It is our policy to make full, fair, accurate, timely and
understandable disclosure, in compliance with all applicable laws, rules and
regulations, in all reports and documents that we file with, or submit to, the
securities commission of each province or territory in Canada in which we are a
reporting issuer, and in all other public communications made by us. As a
Director or Senior Officer, you are required to promote compliance with this
policy by all employees and to abide by our standards, policies and procedures
designed to promote compliance with this policy.

COMPLIANCE WITH THE CODE OF ETHICS

If you know of or suspect a violation of applicable laws, rules
or regulations or this Code of Ethics, you must immediately report that
information to the Management Committee , if the Management Committee is not
available within a reasonable period of time, then the Board of Directors. Neither
you nor anyone else (including any employee or consultant) will be subject to
retaliation because of a good faith report of a suspected violation.

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Violations of this Code of Ethics may result in disciplinary
action, up to and including termination of employment or, in the case of a
Director, recommendation for removal from the Board on which he or she sits. The
Company intends such disciplinary action to reflect our belief that all
employees, officers and directors should be held accountable to the standards of
conduct set forth herein.

The Board of Directors of the Company shall be charged with
conducting an investigation of any alleged violation of this Code of Ethics
within a reasonable time following receipt of a report of an alleged violation.
The Board may, in its discretion, delegate to any one or more persons whom it
deems appropriate (who may include Directors and persons outside the Company)
the responsibility for conducting any such investigation and making
recommendations concerning any proposed disciplinary action to the Board of
Directors. The Board o shall determine, or shall designate one or more persons
whom it deems appropriate to determine, what action shall be taken in response
to any violation of this Code.

WAIVERS OF THE CODE OF ETHICS

If you wish to seek a waiver of the Code of Ethics you must
make full disclosure of your particular circumstances to the Management
Committee. Any waiver shall require the written approval of the Management
Committee.

NO RIGHTS CREATED

This Code of Ethics is a statement of certain fundamental
principles, policies and procedures that govern the Company's Directors and
Senior Officers in the conduct of the Company's business. It is not intended to
and does not create any rights in any employee, customer, supplier, competitor,
shareholder or any other person or entity.

Copyright © 2011
      by EcoEmissions Sytems, Inc.   All rights reserved
      worldwide.


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