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| **CODE                OF BUSINESS ETHICS** |
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|  ***Conflict                of Interest and Confidential Information Policy***  |
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| **Part                I: Code of Business Ethics**                               |
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| **Integrity**                                                                    | Odyne                Corporation (the "Company") values its reputation for integrity,                honesty                and fair dealing and these qualities must at all times characterize                our                business activities with customers, shareholders, employees, vendors,                suppliers and the public. Company employees shall not attempt to                achieve                results at the cost of violation of laws or regulations or through                dishonest or unethical dealings. As used throughout this Code of                Business                Ethics and Conflict of Interest and Confidential Information Policy                (the                "Code"), the term “Employees” shall include all directors, officers and                employees of the Company at all levels, and the term "family" shall                mean                spouse, parents, children, siblings, grandparents, grandchildren,                mothers-                and fathers-in-law, sons- and daughters-in-law, brothers- and                sisters-in-law, or any other person residing in the employee's                home.  |
| **Candor**                                                                       | Officers                and department heads and other supervisory employees must be informed                at                all times of matters within their respective sphere of responsibility                which bear upon preserving the Company's reputation for integrity                and                honesty and fair dealing. Concealment or half-truths will not be                tolerated. Accordingly, there should be full and open communication                by all                Company employees. Likewise, there shall be no concealment of information                from the Company's directors, executive officers, internal or independent                auditors or legal counsel.  |
| **Proper                Accounting**                                             | Strict                compliance with the Company's established accounting rules and controls                is                required at all times. The books of account and financial records                must                fairly reflect the transactions they record. Budget proposals, economic                evaluation for projects and the like must be prepared in good faith                and                reflect in all material respects the best judgment of the preparers.                All                assets of the Company, including all cash and bank accounts in which                the                Company funds are on deposit, and all liabilities of the Company                shall be                timely recorded in the regular books of account of the Company in                all                material respects.  |
| **Consultants                and Agents**                                        | All                consultants or agents retained by the Company must comply with federal,                state and local laws and regulations in the conduct of their work                on                behalf of the Company. All consultants and agents must comply with                the                policies and procedures of the Company.  |
| **Fair                Competition**                                              | The                Company fosters the spirit of free enterprise and fair dealing and                will                continue to comply with laws which prohibit restraint of trade, predatory                economic activities, and unfair or unethical business practices.                Under no                circumstances should Company employees enter into arrangements or                even                discuss with competitors anything concerning pricing or promotional                strategies without the prior written approval of counsel.  |
| **Political                Contributions**                                       | The                Company will not contribute directly or indirectly to political parties                or                candidates for office, unless through an authorized Political Action                Committee. Indirect contributions would include contributions by                the                Company or favors.   |
| **Entertainment,                Gifts, Favors****and                Gratuities** | Employees                may not offer or accept entertainment or gifts that could give rise                the                appearance of a conflict between the interest of such persons and                the                Company. It is well understood that occasional invitations to lunch,                dinner and social affairs and similar minor gifts or favors are not                unusual and the offer or acceptance of such favors shall not be considered                a conflict of interest. On the other hand, gifts valued over $100.00                may                create the possibility of a conflict and should be                declined. |

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| **Expense                Reports**                                        | All                Employees shall comply strictly with the Company's policy on business                and                travel expenses as set out in its Employee Handbook. All Employees                shall                timely complete and submit expense reports in an accurate manner                and with                appropriate receipts. All Employees shall exercise reasonableness                and                prudence when spending the Company's money, and are not to submit                expense                reports that are not actual, reasonable and necessary to carry out                the                business purposes of the Company.                                                                                             |
| **Compliance                with Laws, Regulations and Company Policies** | It                is the policy of the Company to comply strictly with all laws and                regulations, and with all Company policies. Company employees have                access                to legal advice and should always seek such advice as necessary prior                to                taking action.                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| **Policy                Against Harassment**                              | All                Employees shall comply strictly with all federal and state civil                rights,                harassment, discrimination and other employment laws and regulations,                and                are prohibited from discriminating** **against                any person on the basis of sex, age, race, color, religion, national                origin, disability, ancestry, marital or veteran status, or any other                legally protected status. Employees shall treat all persons with                respect                and fairness, and all relationships (whether written, oral or electronic)                shall be businesslike and free of any illegal bias, prejudice, harassment                and retaliation.  |
| **Environment**                                                           | All                Employees shall comply strictly with all federal, state and local                laws and                regulations relating to any environmental law, which includes the                use,                storage, treatment, transportation, manufacture, refinement, handling,                production or disposal of any hazardous substance, and shall do all                things                necessary to protect human health and safety of the Company's employees,                customers and the environment.                                                                                                                                                                                                                                   |
| **Public                and Investor Relations**                          | Only                the Chief Executive Officer ("CEO") or President of the Company is                authorized to communicate on behalf of the Company with shareholders,                investors, bankers, the press, broadcast media or the general public.                Any                inquiries from these sources should be promptly referred to the CEO                without further comment.                                                                                                                                                                                                                                                                                                                                                                           |
| **Contracts**                                                             | Only                proper officers of the Company specifically designated by the CEO                or                President are authorized to enter into and/or execute contracts (whether                in writing or not) on behalf of the Company, and then only if each                contract has been approved beforehand by counsel. Except as set forth                herein, no other employee or agent of the Company has any authority                (apparent, implied or otherwise) to obligate the Company in any manner                or                to hold himself/herself out to any third party as having any such                authority.                                                                                                             |
| **Discovery                of Violations**                                | The                CEO and President bear the ultimate responsibility for implementation                and                enforcement of this Code and all Company policies. The Senior Financial                Officer will conduct compliance audits from time to time. Discovery                of                events of a questionable, fraudulent or illegal nature which are                or may be                in violation of this Code or Company policies must be promptly reported                to                the CEO or President of the Company and/or, where warranted in the                judgment of the reporting person, the Audit Committee of the Board                of                Directors, if any.                                        |
| **Reporting                Compliance with Code**                         | All                Employees shall affirm periodically a knowledge and understanding                of this                Code by signing and returning to the President the attached                Acknowledgement of Receipt and Compliance with this Code of Business                Ethics and the Conflict of Interest and Confidential Information                Policy.                                                                                                                                                                                                                                                                                                                                                                                                             |

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| **Part                II: Conflict of Interest** |
|--------------------------------------------------|
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| **Purpose**                                      | Each                Employee of the Company owes a duty of loyalty to the Company. It                is the                policy of the Company that no such person should have a conflicting                interest in any organization with which the Company does business                or is in                competition. Also, no such person should be engaged in a business                organized for profit and not affiliated with the Company in any capacity,                including as an employee, agent or consultant, when such employment                may be                contrary to the best interests of the Company. Such an interest,                regardless of whether it in fact affects the judgment or decisions                of the                individual in question, creates an unfavorable impression and may                imply                impropriety.  |
| **Definition**                                   | Whether                or not an interest is conflicting will depend on the particular                circumstances of each case, including the nature and relative importance,                financial or otherwise, of the interest. It would be impossible to                reduce                the policy concerning conflict of interest entirely to a series of                specific prohibitions. To do this would divert attention from a more                important objective: namely, that each “Employee” should test personal                conduct and its effect on the Company in accordance with accepted                and                recognized standards of (i) loyalty to the Company; (ii) the highest                business ethics; and (iii) the effect on the good reputation and                goodwill                enjoyed by the Company. It is the responsibilities of each “Employee” to                evaluate his/her own personal situations or acts to determine if                there may                be a need to disclose anything which may be a conflict with this                Code. The                following covers certain specific situations where conflict of interest                might occur:  |
|                                             | 1. For                an Employee or any member of his or her family to have business dealings                with the Company where there is an opportunity or the perception                of an                opportunity for preferential treatment to be given or received, except                (i)                with the prior written consent of the CEO or President; or (ii) in                any                case of ownership of less than 1% of stock or other equity in a public                or                privately held company.  |
|                                             | 2. For                an Employee or any member of his or her family to buy, sell or lease                any                kind of real estate, facilities, products or equipment from or to                the                Company or to any company, firm or individual who is, or is seeking                to                become, a contractor, supplier or customer, except with the prior                consent                of the CEO or President.   |
|                                             | 3. For                an Employee or any member of his or her family to serve as an officer                or                director of any other company, or in any management capacity for,                or as an                agent or consultant to any individual, firm or other company doing                or                seeking to do business with the Company, except with the prior consent                of                the CEO or President.  |
|                                             | 4. For                an Employee or any member of his or her family to accept from any                organizations, firms or individuals doing or seeking to do business                with                the Company: commissions; a share in profits; finder's fees; gifts                in                cash; gift certificates or other payments; loans or advances (other                than                from established banking or financial institutions); materials, services,                repairs or improvements at no cost or at unreasonably low prices;                excessive or extravagant entertainment; and gifts of merchandise                of more                than $100.00 in value. |

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|                                                              | 5. For                an Employee, directly or indirectly, to own or have an ownership                or                management interest in any business, firm, corporation or other                organization which is in direct or indirect competition with the                business                conducted by the Company (excluding the ownership of less than 1%                of stock                or other equity in any such organization in which the stock is quoted                and                sold on the open market).                                                                                                                            |
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|  **Part                III: Confidential Information**  |
| **Purpose**                                                       | Each                Employee of the Company owes a duty not to disclose confidential                information of the Company (that is, information possessed by the                Company,                but not generally known to the public) without being specifically                authorized.                                                                                                                                                                                                                                                                                                                                                                                 |
| **Definition**                                                    | It                is a violation of this policy and the Company's Insider Trading Policy                in                its Employee Handbook for any Employee of the Company to:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                                                              | 1.                Use                or disclose to any person or entity not authorized (including employees                who do not have a need to know and third parties such as family,                friends,                investors, bankers, analysts, press, etc.), any material non-public                information or any confidential or proprietary information concerning                the                Company such as sales, earnings, financial or business forecasts,                strategic, marketing or development plans, software, codes, technical                specifications, etc., which has not been authorized for release;                and  |
|                                                              | 2. Buy                or sell the Company's stock while in possession of material non-public                information and without prior clearance from counsel.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|                                                              | Non-public                information will be deemed to be material if there is a substantial                likelihood that a reasonable investor would consider it important                in                making an investment decision to buy, sell or hold the Company's                stock.                                                                                                                                                                                                                                                                                                                                                                                    |
|                                                              | Persons                who have traded on material non-public information or persons who                have                tipped others, including family and friends who may have passed on                any                such information, have been the subject for civil and criminal                proceedings. Any Employee who engaged in such illegal conduct is                also                subject to immediate termination. These obligations of confidentiality                shall survive the Employee's termination from the Company.                                                                                                                       |
| **Right                to Inspect/Privacy**                       | The                Company reserves the right to inspect any Company mail systems, computers,                software, files or any other internal documents in electronic or                hard copy                format. Further, an employee does not have the right to privacy at                his/her                desk or work station. Any destruction of Company property, whether                tangible or intangible, including any unauthorized use, deletion,                stealing, altering, erasing, infecting or other tampering of Company                property, will result in disciplinary action, including immediate                termination.            |

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| **Part                IV: Conclusion**      |
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| **Why                do we need this document?** | The                Company believes the principles underlying the Code of Business Ethics,                Conflict of Interest and Confidential Information Policy are already                well                understood, but others are restated at this time as a reminder that                undisclosed acts or conditions in conflict with the interests as                above                described may be deemed sufficient grounds for discipline and even                termination. The fact that one of the interests described above exists                does not mean necessarily that a conflict (if it exists) is significant                enough to be of practical importance. It is the Company's policy                to allow                a reasonable amount of time for the employee to correct the situation                in                order to prevent undue hardship, within the sole discretion of the                Company's management, whose first concern must be the best interests                of                the Company.  |
| **Any                Questions?**                | The                Company's counsel is available to assist any Employee with the                interpretation of this Code or any other policies contained in the                Employee Handbook. Never hesitate to ask if you ever have any questions                about them.  |

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| *Odyne              Corporation* |   | *Code                of Business                Ethics* |
|----------------------------------|--------|---------------------------------------------------------|

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| **Acknowledgement                of Receipt and****Compliance                with the Code of Business Ethics,****Conflict                of Interest and Confidential Information                Policy** |
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|                                                                                                                                                                                                       | Based                on my recent reading of the Company's Code of Business Ethics, Conflict                of                Interest and Confidential Information Policy consisting of 8 pages,                I                certify that I have had the opportunity to ask questions about any                personal situation I may be unclear or unsure about; that I understand                it;                and that I have at all times complied with the letter and spirit                of the                Code, except as may be disclosed on the back of this page or in the                attached page(s). Further, if future events or circumstances change                so as                to give me concern that I or another employee may be in violation                of this                Code or have a possible conflict of interest, I acknowledge that                I have an                obligation to disclose and I will promptly disclose it to the CEO                or                President of the Company.  |
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|  ***RETURN                THIS PAGE ONLY TO THE COMPANY'S CEO OR                PRESIDENT***                                                                                                     |

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