**EXHIBIT
99**
 
 **DOCUMENT
SET UP IN STYLES**
 **AUTOMATIC
T/O/C**
 **HEADING
STYLES UTILIZE FOR AUTO T/O/C**
 **IF
YOU DO NOT UNDERSTAND, CONTACT WP**
 
 
 **CODE
OF BUSINESS CONDUCT AND ETHICS**
 **for**
 **ASTRIS
ENERGI INC.**
 
 
 **Introduction**
 
 Astris
Energi Inc. (the “Company”) is committed to the highest standards of legal and
ethical conduct. This Code of Business Conduct and Ethics (the “Code”) sets
forth the Company’s policies with respect to the way we conduct ourselves
individually and operate our business. The provisions of this Code are designed
to deter wrongdoing and to promote honest and ethical conduct among our
employees, officers and directors.
 
 In the
course of performing our various roles in the Company, each of us will encounter
ethical questions in different forms and under a variety of circumstances.
Moments of ethical uncertainty may arise in our dealings with fellow employees
of the Company, with customers, or with other parties such as government
entities or members of our community. In achieving the high ground of ethical
behavior, compliance with governmental laws is not enough. Our employees should
never be content with simply obeying the letter of the law, but must also strive
to comport themselves in an honest and ethical manner. This Code provides clear
rules to assist our employees, directors and officers in taking the proper
actions when faced with an ethical dilemma.
 
 The
reputation of the Company is our greatest asset and its value relies on the
character of its employees. In order to protect this asset, the Company will not
tolerate unethical behavior by employees, officers or directors. Those who
violate the standards in this Code will be subject to disciplinary action. If
you are concerned about taking an action that may violate the Code or are aware
of a violation by another employee, an officer or a director, follow the
guidelines set forth in Sections 10 and 11 of this Code.
 
 This Code
applies equally to all employees, officers and directors of the Company. All
references to employees contained in this Code should be understood as referring
to officers and directors as well.
 
 
 **1.**  **Compliance
with Laws, Rules and Regulations**
 
 Company
policy requires that the Company, as well as all employees, officers and
directors of the Company, comply fully with both the spirit and the letter of
all laws, rules and regulations. Whenever an applicable law, rule or regulation
is unclear or seems to conflict with either another law or any provision of this
Code, all employees, officers and directors are urged to seek clarification from
their supervisor, the appropriate compliance official or the Chief Executive
Officer. See Section 11 for contact information. Beyond mere compliance with the
law, we should always conduct our business with the highest standards of honesty
and integrity - wherever we operate.
 
 
 **2.**  **Conflicts
of Interest**
 
 Every
employee has a primary business responsibility to the Company and must avoid
conflicts of interest. A conflict of interest arises when an employee takes
actions or enters into relationships that oppose the interests of the Company,
harm the Company’s reputation or interfere with the employee’s performance or
independent judgment when carrying out any actions on behalf of the Company. The
Company strictly prohibits its employees from taking any action or entering into
any relationship, personal or professional, that creates, or even appears to
create, a conflict of interest.
 
 A
conflict situation can arise when a director, officer or employee takes actions
or has interests that may make it difficult to perform his or her work for the
Company objectively and effectively. Conflicts of interests may also arise when
a director, officer or employee, or a member of his or her family, receives an
improper personal benefit as a result of his or her position with the Company.
It may be a conflict of interest for a director, officer or employee to work
simultaneously for a competitor, customer or supplier. The best policy is to
avoid any direct or indirect business connection with our customers, suppliers
or competitors, except on our behalf. Employees must be sensitive to potential
conflicts of interest that may arise and use their best efforts to avoid the
conflict.
 
 In
particular, except as provided below, no director, officer or employee
shall:
 
 ·
    be
      a consultant to, or a director, officer or employee of, or otherwise
      operate an outside business that:
 
 Ø
    markets
      products or services in competition with our current or potential products
      and services;
 
 Ø
    supplies
      products or services to the Company; or
 
 Ø
    purchases
      products or services from the Company;
 
 ·
    accept
      any personal loan or guarantee of obligations from the Company, except to
      the extent such arrangements have been approved by the Chief Executive
      Officer and are legally permissible; or
 
 ·
    conduct
      business on behalf of the Company with immediate family members, which
      include your spouse, children, parents, siblings and persons sharing your
      same home whether or not legal relatives.
 
 Directors,
officers and employees must notify the Chief Executive Officer of the existence
of any actual or potential conflict of interest. With respect to officers or
directors, the Board may make a determination that a particular transaction or
relationship will not result in a conflict of interest covered by this policy.
With respect to all other employees or agents, the Chief Executive Officer,
acting alone, or the Board may make such a determination. Any waivers of this
policy as to an officer or director may only be approved by the Board of
Directors.
 
 Any
employee, officer or director who is aware of a transaction or relationship that
could reasonably be expected to give rise to a conflict of interest in violation
of this section must inform the appropriate personnel in accordance with the
procedures set forth in Section 12 of this Code. If an employee has any
questions regarding the Company’s policy on conflicts of interest or needs
assistance in avoiding a potential conflict of interest, he or she is urged to
seek the advice of a supervisor or the Chief Executive Officer.
 
 
 **3.**  **Corporate
Opportunities**
 
 Employees,
officers and directors are prohibited from taking for themselves personally
opportunities that are discovered through the use of Company property, Company
information or their position in the Company. Furthermore, employees may not use
Company property, information or influence or their position in the Company for
improper personal gain. Finally, employees have a duty to advance the Company’s
legitimate interests when the opportunity to do so arises. Consequently,
employees are not permitted to compete with the Company.
 
 
 **4.**  **Confidentiality**
 
 Employees
must maintain the confidentiality of confidential information entrusted to them
by the Company or its customers or suppliers, except when disclosure is
authorized by the Company or required by applicable laws or regulations.
Confidential information includes proprietary information of the Company, as
well as all non-public information that might be of use to competitors, or
harmful to the Company or its customers, if disclosed. This confidentiality
requirements is in addition to any other obligations imposed by the Company to
keep information confidential.
 
 
 **5.**  **Insider
Trading**
 
 Employees,
officers and directors will frequently become aware of confidential non-public
information concerning the Company and the parties with which the Company does
business. As set forth in more detail in the Company’s Insider Trading Policy,
the Company prohibits employees from using such confidential information for
personal financial gain, such as for purposes of stock trading, or for any other
purpose other than the conduct of our business. Employees must maintain the
confidentiality of such information and may not make disclosures to third
parties, including members of the employee’s family. All non-public information
about the Company should be treated as confidential information. To use
non-public information for personal financial benefit or to “tip” others who may
make stock trades on the basis of this information is not only unethical but
also illegal. This policy also applies to trading in the securities of any other
company, including our customers or suppliers, if employees have material,
non-public information about that company which the employee obtained in the
course of their employment by the Company. In addition to possible legal
sanctions, any employee, officer or director found to be in violation of the
Company’s insider trading policy will face decisive disciplinary action.
Employees are encouraged to contact the Company’s Chief Executive Officer with
any questions concerning this policy.
 
 
 **6.**  **Protection
and Proper Use of Company Assets**
 
 All
Company assets should be used for legitimate business purposes and all
employees, officers and directors must make all reasonable efforts to protect
the Company’s assets and ensure their efficient use. Theft, carelessness, and
waste have a direct impact on the Company’s profitability and must therefore be
avoided. The suspected occurrence of fraud or theft should be immediately
reported to the appropriate person in accordance with the procedures set forth
in Section 11 of this Code.
 
 An
employee’s obligation to protect the Company’s assets extends to the Company’s
proprietary information. Proprietary information includes intellectual property
such as patents, trademarks, copyrights and trade secrets. An employee who uses
or distributes such proprietary information without the Company’s authorization
will be subject to disciplinary measures as well as potential legal
sanctions.
 
 
 **7.**  **Fair
Dealing**
 
 Although
the success of our Company depends on our ability to outperform our competitors,
the Company is committed to achieving success by fair and ethical means. We seek
to maintain a reputation for fair dealing among our competitors and the public
alike. In light of this aim, the Company prohibits employees from engaging in
any unethical or illegal business practices. An exhaustive list of unethical
practices cannot be provided. Instead, the Company relies on the judgment of
each individual employee to avoid such practices. Furthermore, each employee
should endeavor to deal fairly with the Company’s customers, suppliers,
competitors and employees. No employee should take unfair advantage of anyone
through manipulation, concealment, abuse of privileged information,
misrepresentation of material facts, or any other unfair business
practice.
 
 
 **8.**  **Disclosures**
 
 It is
Company 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 the Company files with, or submits to, the Securities
and Exchange Commission and in
all other public communications made by the Company. Employees shall endeavor in
good faith to assist the Company in such efforts.
 
 
 **9.**  **Waivers**
 
 The
Company expects all employees, officers and directors to comply with the
provisions of this Code. Any waiver of this Code for executive officers,
directors or employees may be made only by the Board of Directors or a Board
committee and will be promptly disclosed to the public as required by law and
stock exchange regulations.
 
 
 **10.**  **Compliance
Guidelines and Resources**
 
 In some
situations, our employees may not be certain how to proceed in compliance with
this Code. This uncertainty may concern the ethical nature of the employee’s own
acts or the employee’s duty to report the unethical acts of another. When faced
with this uncertainty, the employee should carefully analyze the situation and
make use of Company resources when determining the proper course of action. The
Company also encourages employees to talk to their supervisors, or other
personnel identified below, when in doubt about the best course of
action.
 
 1.  *Gather
all the facts* . Do not
take any action that may violate the Code until you have gathered all the facts
that are required to make a well-informed decision and, if necessary, you have
consulted with your supervisor, or the Chief Executive Officer.
 
 2.  *Is
the action illegal or contrary to policy?* If the
action is illegal or contrary to the provision of this Code, you should not
carry out the act. If you believe that the Code has been violated by an
employee, an officer or a director, you must promptly report the violation in
accordance with the procedures set forth in Section 11.
 
 3.  *Discuss
the problem with your supervisor* . It is
your supervisor’s duty to assist employees in complying with this Code. Feel
free to discuss a situation that raises ethical issues with your supervisor if
you have any questions. You will suffer no retaliation for seeking such
guidance.
 
 4.  *Additional
resources* . The
Chief Executive Officer is available to speak with you about problematic
situations if you do not feel comfortable approaching your direct supervisor. If
you prefer, you may request assistance in writing by sending a request to the
Chief Executive Officer.
 
 
 **11.**  **Reporting
Procedures**
 
 All
employees have a duty to report any violations of this Code, as well as
violations of any laws, rules, or regulations. The Company does not permit
retaliation of any kind against employees for good faith reports of ethical
violations.
 
 If you
believe that the Code has been violated by an employee you must
promptly report the violation to your direct supervisor or the Chief Executive
Officer. If a report is made to a supervisor, the supervisor must in turn report
the violation to the Chief Executive Officer. All violations by an officer
or director of the
Company must be reported directly to the entire Board of Directors.
 ****
 **Contact
Information**
 
 Reports
may be made in person, by telephone or in writing by sending a description of
the violation and the names of the parties involved to the appropriate personnel
mentioned in the preceding paragraph. The contact information is as
follows:
 Anthony
      DurkaczVice
      President of Finance2175-6
      Dunwin DriveMississauga
      On L5L 1X2Canada(905)
      608-2000
 
 
 **12.**  **Disciplinary
Action**
 
 Employees,
officers and directors of the Company will be held accountable for adherence to
this Code. The penalty for a particular violation of this Code will be decided
on a case-by-case basis and will depend on the nature and severity of the
violation as well as the employee’s history of non-compliance and cooperation in
the disciplinary process. Significant penalties will be imposed for violations
resulting from intentional or reckless behavior. Penalties may also be imposed
when an employee fails to report a violation due to the employee’s indifference,
deliberate ignorance or reckless conduct. All violations of this Code will be
treated seriously and will result in the prompt imposition of penalties which
may include (1) an oral or written warning, (2) a reprimand, (3) suspension, (4)
termination and/or (5) restitution.
  
 **13.**  **No
Rights Created**
 
 This Code
is a statement of certain fundamental principles, policies and procedures that
govern the Company’s officers, directors and employees in the conduct of the
Company’s business. It is not intended to and does not create any rights in any
employee, supplier, competitor, shareholder or any other person or
entity.