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CODE OF ETHICS

TURBODYNE TECHNOLOGIES, INC. 
  (the Company)

The Board of Directors of the Company has adopted the following
  Code of Ethics (the Code) for directors and officers of the Company.
  This purpose of the Code is to:

|1. | focus the board of directors and each director and officer on areas of
      ethical risk;
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|2. | provide guidance to directors to help them recognize and deal with ethical
      issues;  
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|3. | provide mechanisms to report unethical conduct; and                                       
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|4. | help foster a culture of honesty and accountability.                                      

Each director and officer of the Company must comply with the
  letter and spirit of this Code.

No code or policy can anticipate every situation that may
  arise or replace the thoughtful behavior of an ethical director and officer.
  Directors and officers are encouraged to bring questions about particular circumstances
  that may implicate one or more of the provisions of this Code to the attention
  of the Chairman of the Audit Committee.

A.         CONFLICT
  OF INTEREST

Directors and officers must avoid any conflicts of interest
  between the director or officer and the Company unless the relationship is approved
  in advance by the board of directors of the Company. Any situation that involves,
  or may reasonably be expected to involve, a conflict of interest with the Company,
  should be disclosed promptly to the Companys board of directors. A conflict
  of interest can occur when:

|1.                                                                                     | A director's or officers
        personal interest is adverse toor may appear to be adverse tothe
        interests of the Company as a whole.                                                                                                                                                                                                                                                                              
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|                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                
|2.                                                                                     | A director or officer, or
        a member of his or her immediate family, receives improper personal benefits
        as a result of his or her position as a director of officer of the Company.                                                                                                                                                                                                                             
|                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                
|Some of the more common conflicts which directors
      should avoid are listed below:
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|                                                                                       | a.                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                       | Directors may not receive
        a personal benefit from a person or firm which is seeking to do business
        or to retain business with the Company unless approved by the board of
        directors of the Company. A director or officer shall withdraw him or
        herself from any decision of the board of directors involving another
        firm or company with which the director or officer is affiliated.
|                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                       | b.                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                       | Directors may not accept
        compensation (in any form) for services performed for the Company from
        any source other than the Company unless approved by the board of directors
        of the Company.                                                                                                                                                                                                            
|                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                       | c.                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                       | Directors and officers may
        not offer, give or receive gifts from persons or entities who deal with
        the Company in those cases where any such gift is being made in order
        to influence the directors' or officers actions as a member of the
        Board or the Company, or where acceptance of the gifts could create the
        appearance of a conflict of interest.                             

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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | d.                                                                                                                                                                                                                                                                       | Personal use of Company assets
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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                          |                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | Directors and officers may
        not use Companys assets, labor or information for personal use unless
        approved by the board of directors in advance, or as part of a compensation
        or expense reimbursement program available to all directors.      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                         
|B.         CORPORATE
        OPPORTUNITIES
      Directors and officers are prohibited from:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
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|1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Taking for themselves or
        their companies opportunities that are discovered through the use of Companys
        property or information or their position as a director or officer;                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                         
|2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Using the Company's property
        or information for personal gain; or                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                         
|3.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Competing with the Company
        for business opportunities. However, if the Company's disinterested directors
        determine that the Company will not pursue an opportunity that relates
        to the Company's business, a director or officer may then do so.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                         
|C.         CONFIDENTIALITY
      Directors and officers must maintain the confidentiality
        of information entrusted to them by the Company and any other confidential
        information about the Company that comes to them, from whatever source,
        in their capacity as a director or officer, except when disclosure is
        authorized or legally mandated.
      For purposes of this Code, confidential information
        includes all non-public information relating to the Company.
      D.         COMPLIANCE
        WITH LAWS, RULES AND REGULATIONS; FAIR DEALING
      Directors and officers must comply, and oversee compliance
        by employees, officers and other directors and officers, with laws, rules
        and regulations applicable to the Company, including insider trading laws.
      Directors and officers must deal fairly, and must oversee
        fair dealing by employees and officers, with the Company's customers,
        suppliers, competitors and employees.
      E.         ENCOURAGING
        THE REPORTING OF ANY ILLEGAL OR UNETHICAL BEHAVIOR
      Directors and officers should promote ethical behavior
        and take steps to ensure the Company:
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|1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Encourages employees to
        talk to supervisors, managers and other appropriate personnel when in
        doubt about the best course of action in a particular situation.                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                         
|2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Encourages employees to
        report violations of laws, rules, regulations or the Company's Code of
        Conduct to appropriate personnel;                                                                                                                        
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|3.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Informs employees that the
        Company will not allow retaliation for reports made in good faith.                                                                                                                                                                   

F.         COMPLIANCE
  STANDARDS

Directors and officers should communicate any suspected violations
  of this Code promptly to the board of directors. Violations will be investigated
  by the board or by persons designated by the board, and appropriate action will
  be taken in the event of any violations of the Code.

G.         WAIVER
  OF CODE OF BUSINESS CONDUCT AND ETHICS

Any waiver of this Code may be made only by the board of directors
  and must be promptly disclosed to the Companys shareholders.

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