ECO2 Plastics,
Inc.’s mission includes promotion of professional conduct in the practice of
management of its business affairs. ECO2 Plastics,
Inc.’s Chief Executive Officer (CEO), Chief Financial Officer (CFO), President
and other employees of the organization hold an important and elevated role in
corporate governance in that they are uniquely capable and empowered to ensure
that all stakeholders’ interests are appropriately balanced, protected and
preserved. This Code of Ethics embodies principles to which we are expected to
adhere and advocate. These tenets for ethical business conduct encompass rules
regarding both individual and peer responsibilities, as well as responsibilities
to ECO2 Plastics
employees, the public and other stakeholders. The CEO, CFO and employees are
expected to abide by this Code as well as all applicable ECO2 Plastics
business conduct standards relating to areas covered by this Code. Any
violations of the ECO2 Plastics
Code of Ethics may result in disciplinary action, up to and including
termination of employment.





All
employees covered by this Code of Ethics will:





[_] Act
with honesty and integrity, avoiding actual or apparent conflicts of interest in
their personal and professional relationships.





[_]
Provide stakeholders with information that is accurate, complete, objective,
fair, relevant, timely and understandable, including in our filings with and
other submissions to the U.S. Securities and Exchange Commission.





[_]
Comply with rules and regulations of federal, state, provincial and local
governments, and other appropriate private and public regulatory
agencies.





[_] Act
in good faith, responsibly, with due care, competence and diligence, without
misrepresenting material facts or allowing one’s independent judgment to be
subordinated.





[_]
Respect the confidentiality of information acquired in the course of one’s work
except when authorized or otherwise legally obligated to disclose.





[_]
Confidential information acquired in the course of one’s work will not be used
for personal advantage.





[_] Share
knowledge and maintain professional skills important and relevant to
stakeholder’s needs.








[_]
Proactively promote and be an example of ethical behavior as a responsible
partner among peers, in the work environment and the community.





[_]
Achieve responsible use, control, and stewardship over all ECO2 Plastics
assets and resources that are employed or entrusted to us.





[_] Not
unduly or fraudulently influence, coerce, manipulate, or mislead any authorized
audit or interfere with any auditor engaged in the performance of an internal or
independent audit of ECO2 Plastics,
Inc.’s financial statements or accounting books and records.





If you
are aware of any suspected or known violations of this Code of Ethics or other
ECO2
Plastics policies or guidelines, you have a duty to promptly report such
concerns either to your manager or another responsible member of
management.





If you
have a concern about a questionable accounting or auditing matter and wish to
submit the concern confidentially or anonymously, you may do so by sending an
e-mail to Rodney S. Rougelot, CEO at rod.rougelot@eco2plastics.com . You may
also send a letter or fax reporting your concern to Mr. Rougelot.





ECO2 Plastics
will handle all inquiries discretely and make every effort to maintain, within
the limits allowed by law, the confidentiality of anyone requesting guidance or
reporting questionable behavior and/or a compliance concern.





It is
ECO2
Plastics, Inc.’s intention that this Code of Ethics be its written code of
ethics under Section 406 of the Sarbanes-Oxley Act of 2002 complying with the
standards set forth in Securities and Exchange Commission Regulation S-K Item
406.