**(Attached
      to and incorporated in the Consent of Directors of Knight Energy Corp.**


**concerning
      the approval of this document.)**





Knight
      Energy Corp.





Code
      of
      Business Conduct and Ethics





The
      success of Knight
      Energy Corp. (the “Company”) is
      highly dependent on its ability to work in the community. The Board of Directors
      of the Company has adopted the following Code of Business Conduct and Ethics
      to
      protect the reputation and effectiveness of the Company, and to promote
      compliance with applicable laws and regulations.




The
      Company believes that a strong ethical foundation will lead to long term
      benefits for all shareholders, employees and service providers of the Company.
      The Company understands that employee behavior is a direct representation of
      the
      entire team. More often than not, a Code of Business Conduct and Ethics provides
      a company with a culture by which to live and operate. As is the case in most
      companies, ethics are derived from the leadership of the organization. The
      Company is proud to be led by managers, members, and executives who ensure
      that
      these moral standards are their highest priority. The core principles the
      Company expects of every individual employed are as follows:




o  Truth/Honesty - True
      and honest behavior shall be the paramount focus of our organization. Truth
      is
      vital in carrying out our business. Honesty is critical in our work place,
      providing the underpinning of an ethical standard for the prevention of
      questionable activity.




o  Loyalty -
      Loyalty to the Company and its shareholders, and to the success of the Company
      and its shareholders, is the underlying foundation of the Company. Loyalty
      to
      our peers and our professional relationships is a requirement of this
      organization. This also requires employees to refrain from allowing personal
      interests to conflict with interests of the Company.




o  Integrity -
      Integrity is defined as encompassing the personal inner sense of wholeness
      deriving from honesty and consistent uprightness of character. Integrity is
      vital for upholding the moral fiber of the Company in the eyes of its employees,
      shareholders, the public, and regulatory agencies. Integrity in business
      dealings, social interactions and daily life activities will be our unspoken
      code of honor.




o  Respect -
      Respect is to be inherent in relations with all other individuals, and is a
      courteous expression of esteem or regard for people’s feelings and needs.
      Respect for ourselves, our fellow employees, our shareholders and business
      associates, and for their expectations, will be earned, honored, and
      displayed.





Individuals
      and Situations Subject




All
      directors, officers and employees of the Company are required to follow the
      principles contained in this Code. The Code may not specifically cover all
      situations which may arise, and your judgment in following the principles
      contained herein is an important aspect of the Code. These principles should
      be
      a part of everyday activity and decision making. The Company’s Code is an
      integral component to our business philosophy, allowing the Company to maintain
      its credibility in the business community by providing standards for inter
      and
      intra office activity. This Code is in addition to other policies and practices
      of the Company.


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Each
      person is accountable for their compliance with this Code. Violations of this
      Code may result in disciplinary action against the violator.





Questions,
      Contacts, and Reporting




If
      you
      have questions, concerns, suggestions or complaints, you should share them
      with
      someone who can address them properly. In most cases, an employee’s supervisor
      is in the best position to address an area of concern. However, if you are
      not
      comfortable speaking with your supervisor or you are not satisfied with your
      supervisor’s response, you are encouraged to speak with anyone in Company
      management whom you are comfortable in approaching.




Any
      violations of this Code must be reported to the Company’s Board of Directors, in
      accordance with the procedures outlined in the Company’s compliance reporting
      policy (Whistleblower Policy).





Compliance
      with Laws and Regulations




Intrinsic
      in this Code is the understanding that you will comply with all laws, rules,
      regulations, and other requirements as set forth by local, State and Federal
      governments, and, if applicable, international law.




In
      no
      case will a you offer, promise or give money, gifts, loans, rewards, favors
      or
      anything of value to any governmental official, employee, agent or other person
      which is prohibited by law.





Financial
      Reporting




It
      is the
      Company’s policy to provide full, fair, accurate, timely and understandable
      disclosure in its financial and regulatory reporting and in its disclosures
      to
      the public. Employees are to ensure that all transactions are executed in
      accordance with management authority and that all transactions are recorded
      in
      sufficient detail to permit preparation of appropriate financial statements
      and
      disclosure. All terms and conditions of significant transactions are to be
      in
      writing, and no oral agreements or amendments will be made. No false or
      misleading entries will be made on the Company’s books or records for any
      reason. No payment or reimbursement of expenses shall be made without adequate
      supporting documentation or invoices.




Any
      director or officer of the Company, or any person acting under their direction,
      is prohibited from taking any action to intentionally mislead or manipulate
      any
      independent public or certified accountant engaged in the performance of an
      audit of the financial statements of the Company for the purpose of rendering
      those financial statements materially misleading.


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Conflicts
      of Interest




You
      are
      prohibited from using your position with the Company, or any of its customers,
      for private gain, to advance personal interests or to obtain favors or benefits
      for yourselves, members of your family or any other individuals, corporations
      or
      business entities. You will not, without written consent from your supervisor,
      engage in any activity that competes with the interests of the Company, or
      that
      could harm the business or reputation of the Company.




You
      shall
      conduct your personal affairs such that your duties and responsibilities to
      the
      Company are not jeopardized and/or legal questions do not arise with respect
      to
      your association or work with the Company.





Confidentiality




You
      will
      respect the confidentiality of information, from both internal and external
      sources, and will disclose such information to third parties only when
      authorized or legally obligated to do so. In no case will confidential
      information be used for your personal gain of any direct relations of yours.





Insider
      Trading




You
      are
      required to comply with the Company’s Insider Trading and Disclosure Policy. If
      you have access to material, non-public information concerning the Company,
      you
      are not permitted to use or share that information for stock trading purposes.
      Insider trading, which is the use of material, nonpublic information for
      personal financial benefit, or to allow others to make an investment decision
      on
      the basis of this information, is unethical and illegal, and may subject you
      to
      criminal and civil liability.





ACKNOWLEDGMENT
      AND CERTIFICATION





The
      undersigned hereby acknowledges and certifies that the undersigned:





(a)  has
      read
      and understands Knight Energy Corp.’s Code of Business Conduct and Ethics (the
“Code of Ethics”);





(b)  understands
      that the Chief Financial Officer is available to answer any questions the
      undersigned has regarding the Code of Ethics; and





(c)  will
      continue to comply with the Code of Ethics for as long as the undersigned is
      subject thereto.


Signature:
              
              Date:Print
                  Name:


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