**CODE
      OF CONDUCT**


**FOR**




**ECOSOLUTIONS
      INTL**




(The
      “ Company ”)




**Honesty
      and Integrity**




Our
      business is based on mutual trust, honesty and integrity in all of our affairs,
      both internally and externally. This philosophy must be respected at all times.
      Each of us must be truthful in our business dealings with each other, and with
      our auditors, legal counsel, regulators and loan review and compliance staffs.
      Illegal, dishonest and fraudulent acts are grounds for termination. Making
      false
      statements or otherwise misleading internal or external auditors, attorneys,
      regulators or loan review and compliance personnel is prohibited. You must
      never
      withhold or fail to communicate fully information that is requested in
      connection with an appropriately authorized investigation or review. Any
      concealment of information is a violation of your employment agreement, which
      may result in termination of your employment with the Company and could
      constitute a criminal act.





**Protecting
      Corporate Assets**




You
      are
      responsible for safeguarding the assets of the Company. Company assets must
      not
      be used for personal benefit. The Company’s assets include, but is not limited
      to, all of its properties, including intellectual properties, business
      information, cash, and securities. Misappropriation of Company assets is a
      violation of your employment agreement, which may result in termination of
      your
      employment with the Company and could constitute a criminal act.





**Accuracy
      of Company Records and Reports**




The
      Company is committed to maintaining records, data and information that are
      accurate and complete so as to permit the Company to make timely and accurate
      disclosures to its regulators and to its shareholders. You are personally
      responsible for the integrity of the information, reports and records under
      your
      control. Records must be maintained in sufficient detail so as to reflect
      accurately the Company’s transactions and activities. Our financial statements
      must be prepared in accordance with generally accepted accounting principles
      (“ GAAP ”)
      and
      fairly present, in all material respects, the financial condition and results
      of
      the Company. To accomplish full, fair, and accurate reporting, you must ensure
      that financial reports issued by the Company are timely, accurate,
      understandable, and complete.





**Compliance
      With Laws**




The
      Company’s activities shall always be in full compliance with applicable laws and
      regulations. When such laws or regulations are ambiguous or difficult to
      interpret, you should seek advice from the Company’s outside legal counsel.





**Conflicts
      Of Interest**




You
      must conduct your
      private, business, and personal activities in a manner that avoids conflict
      with, or even the appearance of conflict with, your ability to act solely in
      the
      interests of the Company. A conflict of interest arises if you have interests
      of
      any nature that compromise your ability to act objectively and in the best
      interests of the Company. Conflicts can arise directly or through your family
      members or through business or other entities in which you or your family
      members have an interest. At no time may you, on behalf of the Company, transact
      personal business, the business of an immediate family member, or the business
      of a for profit entity in which you or a member of your immediate family has
      an
      interest (other than an interest not exceeding 1% in a publicly traded company
      (a “ Permitted
      Public Company Interest ”)),
      with
      the Company. In all such situations, you must disqualify yourself from
      involvement with any transaction or relationship between that person and the
      Company.










**Business
      Ventures with Customers**




You
      may
      not enter into or participate with the Company’s customers in business ventures
      without the approval of a majority of the Board of Directors of the Company,
      or
      an applicable committee thereof.





**Acting
      as a Fiduciary**




Officers
      may not assume the responsibility of executor, administrator, trustee, guardian,
      custodian, attorney-in-fact under a power of attorney, or any other fiduciary
      capacity (except with respect to matters involving direct family relationships)
      without the approval of a majority of the Board of Directors of the Company,
      or
      an applicable committee thereof.





**Company
      Opportunities**




You
      must
      not take for yourself any opportunity that belongs to the Company. Whenever
      the
      Company has been seeking a particular business opportunity, or the opportunity
      has been offered to the Company, or the Company’s funds, facilities or personnel
      have been used in developing the opportunity, that opportunity rightfully
      belongs to the Company and not to its employees.





**Investments
      in Customers or Suppliers**




Because
      investments are an area in which conflicts of interest can very easily develop,
      you should obtain prior approval from a majority of the Board of Directors
      of
      the Company, or an applicable committee thereof, before investing directly
      or
      indirectly in the business of a customer or supplier of the Company, other
      than
      a Permitted Public Company Interest, as defined above. Under no circumstances
      should you acquire an equity interest in a company that is a customer or
      supplier at a price, which is more favorable than the price offered to the
      general public. If you own a direct or indirect interest in a business or other
      entity that becomes a customer or supplier, you should notify a majority of
      the
      Board of Directors of the Company, or an applicable committee thereof, as soon
      as the underlying facts are known to you.





**Business
      Expenses**




You
      must
      have all business-related expenses approved by the Chairman of the Board of
      Directors and the Chief Financial Officer of the Company. You must carefully
      observe expense account regulations and guidelines. Falsification of an expense
      account is considered to be a misappropriation of corporate funds and
      constitutes grounds for dismissal.





**Bequests
      from Customers**




You
      may
      not accept a bequest or legacy from a customer, unless the customer is your
      immediate family member. However, there may be an occasional instance when
      a
      bequest from a non-relative customer is based upon a relationship other than
      the
      normal business relationship, which arises between you and a customer. In such
      a
      situation, full consideration by a majority of the Board of Directors of the
      Company, or an applicable committee thereof, will be given to approving receipt
      of the bequest.










**Gifts
      from Customers**




You
      shall
      not solicit or accept for yourself, or for a third party, anything of value
      in
      return for, or in connection with, any business, service, or activity of the
      Company. You shall not accept a gift in circumstances in which it could appear
      that his or her business judgment was influenced by such gift. You shall not
      allow an immediate family member or business associate to accept a gift,
      services, loans or preferential treatment in exchange for a past, current,
      or
      future business relationship with the Company.





**Disclosure
      of Potential Conflicts of Interest**




You
      shall
      immediately disclose to a majority of disinterested members of the Board of
      Directors of the Company, or an applicable committee thereof, all situations
      that possess a potential for conflict of interest.





**Political
      Donations**




You
      are
      prohibited from making any contribution to political candidates on behalf of
      the
      Company. You also may not make any contributions of anything of value in
      connection with any federal, state or local candidate’s election. The Company
      makes, and discloses fully, contributions in state and local elections for
      the
      purpose of supporting ballot propositions that are in the interests of the
      Company and its several constituencies. Any proposal for political contributions
      on behalf of the Company or a group of Company employees should be referred
      for
      approval to a majority of disinterested members of the Board of Directors of
      the
      Company, or an applicable committee thereof.





**Confidential
      Information**




You
      shall
      not use confidential and nonpublic information in any manner for personal
      advantage or to provide advantage to others.





**Insider
      Trading**




You
      must
      at all times comply with all laws and regulations concerning insider trading.
      In
      general, you are prohibited by applicable law from trading in the securities
      of
      any company while in possession of material, nonpublic information (also known
      as “inside information”) regarding that company. This prohibition applies to the
      Company’s securities as well as to the securities of other companies, including
      the Company’s customers and suppliers, and to transactions for any account of
      the Company, client account or personal account. It is also illegal to “tip” or
      pass on inside information to any other person if you know or reasonably suspect
      that the person receiving such information from you will misuse such information
      by trading in securities or passing such information on further, even if you
      do
      not receive any monetary benefit.





**Investment
      Prudence**




You
      must
      not use your position at the Company to obtain leverage with respect to any
      investment, including investments in publicly traded securities, and should
      not
      accept preferential treatment of any kind based on your position with the
      Company in connection with your investments.










**Cross
      - Selling Services/Tying Restrictions.**




“Tying”
      arrangements, whereby customers are required to purchase or provide one product
      or service as a condition for another being made available, are unlawful in
      certain instances. You should consult the Company’s outside legal counsel for
      advice on tying restrictions. The Company prohibits any such unlawful
      requirements.




**Anti
      - Competitive Practices.**




The
      Company is subject to complex laws (known as “antitrust laws”) designed to
      preserve competition among enterprises and to protect consumers from unfair
      business arrangements and practices. You should avoid discussion of
      competitively sensitive topics, such as prices, pricing policies, costs and
      marketing strategies (except as reasonably required by your job duties).




**Anti
      - Money Laundering Compliance.**




Money
      laundering is the process of converting illegal proceeds so that funds are
      made
      to appear legitimate, and it is not limited to cash transactions. The Company
      is
      obligated by law to join with governments, international organizations and
      members of the financial services industry to help prevent money laundering.
      You
      must follow all of anti-money laundering policies and procedures.




**Nondiscrimination.**




The
      Company endeavors to make all decisions responsibly, constructively and
      equitably without bias as to race, color, creed, religion, national origin,
      sex,
      marital status, age, veteran’s status or membership in any other protected class
      or receipt of public assistance. Failure to do so is against Company
      policy.




**Misleading
      Statements.**




You
      should make every effort not to make false or misleading remarks about
      suppliers, customers, or competitors, or their products and services.




**Corporate
      Gifts to Others.**




You
      must
      use care in connection with gifts to others. If a gift could be viewed as
      consideration for business, you should not make the gift.




**Entertainment.**




Legitimate
      entertainment of reasonable value is an accepted practice to the extent that
      it
      meets all standards of ethical business conduct and
      involves no element of concealment.




**Other
      Remuneration.**




In
      the conduct of the
      Company’s business, no bribes, kickbacks or similar remuneration or
      consideration of any kind are to be given or offered to any individual or
      organization for any reason whatsoever.




**Equal
      Employment Opportunity.**




The
      Company is an equal opportunity employer and expects and you are expected to
      comply with all laws concerning discriminatory employment practices. Advancement
      at the Company is based on talent and performance. In addition, retaliation
      against individuals for raising claims of discrimination is prohibited.




**Harassment
      and Intimidation.**




The
      Company prohibits sexual or any other kind of harassment or intimidation by
      any
      employee or Director of the Company. Harassment, whether based on a person’s
      race, gender, religion, national origin, disability, sexual orientation, or
      socioeconomic status, is completely inconsistent with our tradition of providing
      a respectful, professional workplace. You must never use company systems to
      transmit or receive electronic images or text of a sexual nature or containing
      ethnic slurs, racial epithets or any other material of a harassing.