**Exhibit
      14.1**











**BUSINESS
      CODE OF CONDUCT**





Ener1,
            Inc.
 500
            W.
            Cypress Creek Road, Suite 100, Fort Lauderdale, FL 33309
 Phone:
            (954) 556-4020 Fax: (954) 556-4031
 www.ener1.com


**ENER1,
      INC.**


**BUSINESS
      CODE OF CONDUCT**




|**I.** | **PREFACE**
|------ | -----------




This
      Business Code of Conduct (this “Code”) has been approved by the Board of
      Directors to emphasize our commitment to conducting business in a legal and
      ethical manner.





This
      Code
      covers all employees of Ener1, Inc. and its subsidiaries (collectively, the
      “Company”) without exception. This means it covers union and non-union,
      administrative, clerical, temporary and part-time employees, all officers,
      including the Chief Executive Officer and the Chief Financial Officer, and,
      to
      the extent it applies to their activities, members of our Board of
      Directors.





The
      Code
      of Conduct explains that no one has the authority or right to order, direct,
      request, or even influence someone else to violate any law or this Code.





The
      contents of this Code do not constitute the terms of a contract of employment
      and should not be construed as a guarantee of continued employment. Rather,
      employment with Ener1, Inc. is pursuant to separate employment arrangements
      between the Company and the undersigned employee.




|**II.** | **INTRODUCTION**
|------- | ----------------




It
      is the
      policy of the Company to conduct business in conformance with the highest
      ethical standards and in compliance with all relevant legal and regulatory
      requirements. It is imperative that the Company's conduct and that of its
      employees promote the best interests of its customers, employees, shareholders
      and the general public. Each person covered by this Code is required to deal
      fairly and honestly with those who are impacted by our actions and treat them
      as
      we would expect them to treat us in return. Every employee, officer and director
      occupies a position of trust. In varying measure, each person covered by this
      Code represents the Company in relation to others, whether customers, other
      employees, competitors, governments, investors, or the general public. Whatever
      the area of activity and whatever the degree of responsibility, the Company
      expects all to act in a manner that will enhance the Company’s reputation of
      honest, integrity and the faithful performance of its undertakings and
      obligations.





While
      this Code of Conduct is intended to serve as a guide when faced with ethical
      or
      legal questions, of primary importance is to exercise good judgment and to
      do
      that which is believed to be right. Every employee of the Company must act
      with
      integrity and complete honesty and abide by the principles herein. Each employee
      also has an obligation to ensure that fellow employees act in accordance with
      the Company's policies and an obligation to report known or suspected ethical
      violations. Employees should consult their respective managers for guidance
      on
      these matters.




1


Exactly
      what constitutes an unethical business practice is both a moral and legal
      question. The Company reserves the right, however, to determine when the
      activities of a person covered by this Code represent a violation of this Code
      and to take whatever action is necessary to address the situation, up to and
      including termination of employment.





Compliance
      with these principles is a priority for the Company and its employees and is
      monitored by management. Failure to adhere to proper standards of conduct can
      be
      cause for disciplinary action, and, in certain cases, dismissal. Where such
      standards are required by law, violation may also result in civil or criminal
      liability.





All
      employees, regardless of position, shall:





|a. | Read
              the Business Code of Conduct and sign the acknowledgment form indicating
              they understand the Code of Conduct and will abide by the Code's
              provisions;
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|b. | Seek
              advice from their manager if they are unclear about the meaning or
              application of this Code;
|-- | -----------------------------------------------------------------------------------------------------------------------------



|c. | Report
              any actual or suspected Code violations by any employee, company supplier,
              customer, consultant, broker, sales representative or any other person
              or
              organization with whom the Company has a relationship on the established
              form which is available at all Company sites to the President/CEO.
              Doing
              so is not an act of disloyalty but an action that demonstrates a
              commitment to responsibility and fairness. Reporting in good faith
              possible violations of this Code by others will not subject the individual
              submitting the report to reprisals. In fact, retaliation or punishment
              for
              reporting suspected unethical, illegal or any other violation of this
              Code
              by another employee is generally against the
              law.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




On
      an
      annual basis, the Company will ask its directors, executive officers and select
      employees to certify that they are aware of and are in compliance with the
      Company’s Code of Conduct. In addition, all prospective employees will agree as
      a condition of employment that if employed by the Company they will comply
      with
      the Company’s policies with respect to business conduct and ethics.




|**III.** | **REPORTING
              VIOLATIONS OR SUSPECTED VIOLATIONS OF THIS
              CODE**
|-------- | -----------------------------------------------------------------------------------------




When
      a
      person believes that a violation of this Code, any applicable law, rule or
      regulation is suspected or has been committed, it is the responsibility of
      the
      individual to promptly report the violation/suspicion to his/her immediate
      supervisor, a member of the Human Resources department, the Chief Operating
      Officer, the Chief Executive Officer, General Counsel for the Company Similarly,
      any such reports received by a supervisor should immediately be communicated
      to
      one of the representatives listed at the end of this document





2


All
      reports and complaints concerning questionable accounting, internal accounting
      controls and auditing matters, including those regarding circumvention of
      attempted circumvention of internal accounting controls or that otherwise would
      constitutes a violation of the Company’s accounting policies, may be reported to
      any member of the Board of Directors’ Audit Committee.





All
      reports and inquiries will be handled confidently to the greatest extent
      possible. Employees may choose to remain anonymous, though in some cases that
      could make it more difficult to follow up and ensure resolution of their
      inquiry.





|**IV.** | **CONDUCT
              REGARDING OUR BUSINESS**
|------- | ------------------------------------------------




In
      conducting the business of the Company, you will deal with a variety of people
      and organizations, including customers, suppliers, competitors, community
      representatives, and employees of the Company. All business relationships will
      be based on honesty and fairness. We want to maintain long-term, mutually
      beneficial business relationships, and trustworthiness is essential to establish
      and keep them. You must be truthful in your representation of the Company.
      If
      there is a mistake or misunderstanding, you must correct it
      immediately.





|1. | Dealing
              with Customers
|-- | ------------------------------------




Serving
      customers is a core component of our business. Satisfying customers’ business
      needs is the best way to ensure business success. You must work with customers
      to understand and anticipate their needs. You must identify and remove obstacles
      customers may see in doing business with the Company. You need to respond
      promptly and courteously to customer inquiries and requests. Employees must
      accurately represent Company services in our marketing, advertising and sales
      efforts and in no event provide misleading information.





|2. | Dealing
              with Suppliers
|-- | ------------------------------------




Prospective
      suppliers will have a chance to compete fairly for our business. The Company
      will select suppliers who supply the best combination of quality and price.





|3. | Dealing
              with Competitors
|-- | --------------------------------------




The
      Company will not make false or misleading remarks about a competitor’s
      organization, their employees, or their services. You must sell Company services
      on their merits. When comparisons are made between us and a competitor, they
      must be accurate and factual.




3




|4. | Dealing
              with Consultants
|-- | --------------------------------------




Consultants
      and agents retained by the Company are expected to adhere to our ethics policy
      in the course of their work on behalf of the Company. Special care should be
      taken to ensure that:





|a. | no
              conflict of interest exists;
|-- | ---------------------------------------------



|b. | the
              consultant is genuinely qualified and in the business for which retained;
              the compensation is reasonable; and
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------



|c. | there
              is written agreement outlining the statement of work under which the
              consultant agrees to abide with all applicable laws and report any
              conflict of interest.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




Consultants
      and agents may not be retained to do anything illegal or improper. What a person
      may not do directly cannot be done indirectly by acting through another party.





|5. | Antitrust
              Laws
|-- | ----------------------------




The
      U.S.
      antitrust laws are intended to preserve competition by prohibiting actions
      that
      could restrain the functioning of a free and competitive marketplace. Any
      agreement that could limit competition in a specific market may be a violation
      of these laws and must be reviewed by the General Counsel.





Some
      violations of the antitrust laws are felonies, and individuals as well as
      companies can be convicted, with jail terms as a possible result. In addition,
      injured private parties may sue for their actual damages stemming from any
      antitrust violation, plus an award of attorneys’ fees and the costs of bringing
      suit. In light of all these considerations, antitrust compliance is extremely
      important to the Company, its employees and all of its
      representatives.





Antitrust
      and competition laws are very complex and vary from country to country. The
      brief summary of the law below is intended to help you recognize situations
      that
      have antitrust aspects so that you can then consult the General Counsel.





Discussion
      of any of the following subjects with competitors, whether relating to the
      Company’s or the competitors’ products, is prohibited: past, present or future
      prices, pricing policies, lease rates, bids, discounts, promotions, profits,
      costs, terms or conditions of sales, royalties, warranties, choice of customers,
      territorial markets, production capacities or plans and inventories. Selected
      items of such information may be discussed with competitors who are also
      suppliers to us, but such discussions should be limited to what is necessary
      in
      the supplier context. We can discuss with a supplier/competitor its prices
      and
      terms and conditions of sales to us.





You
      must
      not discuss or agree with any competitor about what prices the Company and
      the
      competitor will charge a customer or customers, nor about other terms (e.g.,
      credit) or conditions of sales.




4




Competitive
      prices may be obtained only from sources other than competitors, such as
      published lists and mutual customers.





If
      at any
      trade association meeting you become aware of any formal or informal discussion
      regarding the following topics, you should immediately leave the meeting and
      bring the matter to the attention of the General Counsel:





|a. | prices;
|-- | -------



|b. | discounts;
|-- | ----------



|c. | exclusion
              of members;
|-- | -----------------------------------



|d. | terms
              and conditions of sales;
|-- | --------------------------------------------



|e. | geographic
              market or product market allocations/priorities;
|-- | -------------------------------------------------------------------------



|f. | bidding
              on specific contracts or customers;
|-- | ---------------------------------------------------------



|g. | refusal
              to admit members or to deal with a customer;
              and
|-- | ------------------------------------------------------------------------------------



|h. | standardization
              among members of terms, warranties or product
              specifications.
|-- | ---------------------------------------------------------------------------------------------------------




If
      you
      participate in, or witness, any contact with a competitor during which
      information such as described above is exchanged, you shall immediately report
      the incident as set forth above under “Reporting Violations or Suspected
      Violations” and prepare complete documentation.





Consult
      with the General Counsel and/or appropriate senior sales management before
      creating or terminating a relationship with, or refusing to sell to, a customer
      or prospective customer. While the Company is free to select its own customers,
      terminations and refusals to sell often lead to real or claimed antitrust
      violations.





|5.1 | Summary
              of Antitrust Laws
|--- | ---------------------------------------




|a. | Agreements
              in Restraint of Trade
|-- | ----------------------------------------------



Section
      1
      of the Sherman Act makes contracts, combinations or conspiracies that restrain
      trade illegal. These include price fixing or agreements to divide markets or
      customers. Violations can be shown by less than formal or written contracts.
      Thus, any contract with competitors concerning prices, terms of sale,
      territories, or related matters must be avoided. Employees should understand
      that entirely innocent meetings with competitors on a casual basis and without
      discussion of any prohibited subjects, can later be used in a damaging fashion.
      Under no circumstances can an employee discuss pricing or other sensitive
      matters with competitors. If such a subject should come up at a meeting with
      competitors, it is essential to leave the meeting immediately. It is not
      sufficient to remain and not participate.




5




|b. | Robinson-Patman
              Act Price Discrimination
|-- | ------------------------------------------------------



The
      Robinson-Patman Act prohibits a seller from discriminating in price or terms
      of
      sale for goods of like grade and quality if the result may be to restrict
      competition. There are defenses, the principal ones being cost justification
      for
      the price difference and a bona fide attempt to meet a competitor's price to
      a
      particular customer. However, the question of pricing should be carefully
      reviewed through the Company's designated approval process before any
      discounting policies or practices are instituted.





|c. | Section
              5 of the Federal Trade Commission Act
|-- | -----------------------------------------------------------



This
      section of the Act is very broadly written and authorizes the Federal Trade
      Commission to bring actions to enjoin "Unfair Trade Practices". These can
      include, among other things, disparaging or misrepresenting a competitive
      product. Such practices, of course, are not acceptable under the Company's
      Code
      of Conduct and are thus prohibited whether there is a risk of statutory
      violation or not.





|5.2 | Unfair
              Competition.
|--- | ---------------------------------




Federal
      and state laws prohibit unfair methods of competition and unfair or deceptive
      acts and practices. These laws, like antitrust laws, are designed to protect
      competitors and consumers. While it is impossible to list all types of
      prohibited conduct, some examples include:





|a. | commercial
              bribery or payoffs to induce business or breaches of contracts by others;
|-- | --------------------------------------------------------------------------------------------------



|b. | acquiring
              a competitor’s trade secrets through bribery or theft;
|-- | ------------------------------------------------------------------------------



|c. | making
              false, deceptive, or disparaging claims or comparisons regarding
              competitors or their services; and
|-- | --------------------------------------------------------------------------------------------------------------------------------------



| | making
              affirmative claims concerning our services without a reasonable basis
              for
              doing so.
| | ------------------------------------------------------------------------------------------------------------------------------------




In
      particular, all public statements in connection with advertising, promotional
      materials, sales representations, warranties and guarantees, should always
      be
      truthful and have a reasonable basis in fact.





|6. | Receipt
              of Confidential or Proprietary Information
|-- | ----------------------------------------------------------------




Company
      assets include confidential and proprietary information relating to the present
      or planned business of the Company that has not been released publicly by
      authorized Company representatives. Confidential information is information
      not
      generally known to the public that the Company would normally expect to be
      non-public and that might be harmful to the Company’s competitive position, or
      harmful to the Company or its customers, if disclosed, and includes, but is
      not
      limited to:





|a. | scientific
              and/or technological discoveries or advances made by the
              Company;
|-- | --------------------------------------------------------------------------------------------------------



6




|b. | trade
              secrets or contents of any patent applications filed or under
              development;
|-- | ------------------------------------------------------------------------------------------------------------



|c. | Company
              business concepts;
|-- | ----------------------------------------



|d. | computer
              programs, data, formulas, software and
              compositions;
|-- | -----------------------------------------------------------------------------------------



|e. | customer,
              employee and supplier information;
|-- | ----------------------------------------------------------



|f. | financial
              data;
|-- | -----------------------------



|g. | freight
              rates, routes and division structures;
|-- | ------------------------------------------------------------



|h. | marketing
              and sales programs or plans;
|-- | ----------------------------------------------------



|i. | personnel
              or compensation information;
|-- | ----------------------------------------------------



|j. | possible
              acquisition or divestiture activity;
|-- | -----------------------------------------------------------



|k. | pricing
              information and cost data;
|-- | ------------------------------------------------



|l. | regulatory
              approval strategies;
|-- | ---------------------------------------------



|m. | strategic
              business plans; and
|-- | -------------------------------------------



|n. | product
              design and formulation plans and details.
|-- | ---------------------------------------------------------------




Except
      as
      specifically authorized or legally mandated, directors, employees, consultants,
      and agents are expected to maintain the confidentiality of information entrusted
      to them by the Company or its customers, both during or subsequent to their
      employment or service to the Company. Confidential information may be disclosed
      within the Company only on a need-to-know basis.





Confidential
      matters should not be discussed in the presence of or within hearing range
      of
      unauthorized persons, such as in elevators (even on Company property),
      restaurants, taxis, airplanes or other publicly accessible areas. Care should
      be
      taken in the use of cellular telephones or other means of communication that
      are
      not secure. Confidential information may not be discussed with family,
      relatives, or business or social acquaintances.





In
      instances where it is appropriate for business reasons to disclose Company
      confidential information to third parties, the Chief Executive Officer, Chief
      Operating Officer or the General Counsel must be contacted before the disclosure
      and, when deemed necessary, an appropriate agreement that includes the necessary
      safeguards should be entered into.





Furthermore,
      obtaining confidential information from a third party without adequate legal
      safeguards is improper and may expose the Company to legal risks. Accordingly,
      no director, employee, consultant or representative may accept such information
      without the advice of the General Counsel and, unless otherwise permitted by
      the
      General Counsel or the Chief Executive Officer or Chief Operating Officer,
      until
      an agreement in writing has been reached with the offeror. After such
      information is obtained, its confidentiality must be protected as provided
      in
      the agreement.




7





No
      director, employee, consultant or representative may disclose or use any
      confidential information gained during Company employment or any other Company
      relationship for personal profit or advantage.





No
      prospective employee may be hired in order to obtain the person’s specific
      knowledge of a former employer’s confidential information, nor may any new
      employee be placed in a position that would inevitably require the individual
      to
      disclose or use a former employer’s confidential information. Offering a job to
      an executive of a direct competitor requires the approval of the Human Resources
      Department, or the Company’s Chief Executive Officer or Chief Operating Officer
      before any active negotiations are undertaken.





If
      offered confidential or proprietary information under suspicious circumstances,
      you must immediately consult the General Counsel. If you obtain information
      concerning another Company that you believe to be confidential, you must consult
      the General Counsel if there are any questions regarding the proper
      authorization to possess the information. If the possession is improper, the
      information will be returned to the proper owner in accordance with instructions
      from the General Counsel.





You
      may
      not acquire, use, or disclose personal information in ways that are inconsistent
      with the Company’s privacy policies or with applicable laws or regulations.





The
      only
      personal information about you that the Company collects or maintains is that
      which relates to your employment or service to the Company. It is Company policy
      to protect medical, financial or other sensitive personal information that
      the
      Company collects from or maintains about employees by complying with all
      applicable privacy and data protection laws and regulations. Access to such
      information is restricted internally to people with a business need to know.
      Such information may be transmitted domestically and internationally for all
      business and other legitimate purposes. Personal information is released outside
      the Company ONLY with employee approval, except to verify employment or satisfy
      legitimate investigative or legal requirements. Employees who are responsible
      for maintaining information must ensure that the information is not disclosed
      inappropriately or misused.





Finally,
      employees should consult with the General Counsel before establishing or
      updating any system, process, or procedure to collect, use, disclose, or
      transmit medical or financial records, or other sensitive personal information.





|7. | Gifts,
              Meals and Entertainment
|-- | --------------------------------------------




You
      are
      not permitted to give, offer or promise payments or gifts with the intent to
      influence (or which may appear to influence) a third party or to place such
      party under an obligation to the donor.




8





Except
      when dealing with representatives of the U.S. federal, state or local government
      or the governments of other countries, it is acceptable to receive or give
      customary business amenities such as meals, provided they are associated with
      a
      business purpose, reasonable in cost, appropriate as to time and place and
      do
      not give the appearance of improperly influencing the recipient. Excessive
      gifts
      and entertainment are compromising and do not belong in the Company’s business
      relationships.





Employees
      may not give or receive gifts, meals, or entertainment with the intent to
      influence a third party. However, employees may give or receive gifts, meals,
      and entertainment from third parties (other than representatives of the U.S.
      federal, state or local government or representatives of the governments of
      other countries), as long as:





|a. | they
              are of limited value, do not influence or give the appearance of
              influencing the recipient and cannot be viewed as a bribe, kickback
              or
              payoff. Any offer of a gift shall be reported to and approved by the
              employee’s supervisor;
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|b. | they
              do not violate any laws or generally accepted ethical standards, and
              in
              the context of giving gifts, meals and entertainment, the standards
              of the
              recipient’s organization; and
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|c. | they
              can withstand public ethical review.
|-- | -------------------------------------------------------




Under
      no
      circumstances may a gift of money or gift certificates be given or received
      unless such gift would not affect or appear to affect the employee’s judgment,
      is not intended to influence the other person and is reasonable in amount.
      Under
      no circumstances may an otherwise permissible gift or ticket be sold, bartered
      or exchanged;





Employees
      are required to courteously decline or return any kind of gift, favor or offer
      of excessive entertainment that violates these guidelines and inform the offeror
      of the Company’s policy.





There
      are
      some cases where refusal of a valuable gift would be offensive to the person
      offering it. This is particularly true when you are a guest in another country,
      and the gift is something from that country offered as part of a public
      occasion. In these cases, you may accept the gift on behalf of the Company,
      report it to a supervisor, or, in the case of a director, to the General
      Counsel, and turn over to the Company.





You
      should be aware that there is a complex set of regulations that limit the
      provision of meals, gratuities or entertainment to employees of the United
      States government. Many state and local governments have adopted similar rules.
      Governments in other countries also have strict rules regarding these matters.
      As a result, you are not permitted to provide or offer to provide any such
      amenities to any government representative without first reviewing the matter
      with the General Counsel.





|8. | Political
              Contributions
|-- | -------------------------------------




Employees
      are encouraged to support their own parties and candidates, but other than
      as
      coordinated by the General Counsel, employees must do so on their own time
      and
      not use Company resources. If you have any questions, please contact the General
      Counsel. Employees who seek elective office or accept appointive office must
      notify their manager and indicate how the duties of the office will affect
      their
      job performance.




9


|9. | Responding
              to Government and Other Inquiries
|-- | ----------------------------------------------------------




It
      is
      Company policy to cooperate with all reasonable requests concerning Company
      operations from the U.S. federal, state or local government or the governments
      of other countries. You must immediately forward any such requests, including
      requests for interviews or access for government officials to Company facilities
      and documents to the General Counsel before any responsive action is taken.
      If
      you are unclear about your business unit’s procedures in responding to such
      requests, notify the General Counsel immediately and wait for instructions
      before proceeding.





|10. | Environment
|--- | -----------




The
      Company is committed to environmental excellence and all employees are expected
      to support responsible environmental practices and Company initiatives to
      protect our communities. The Company strives to avoid any adverse impact upon
      or
      injury to the environment or the communities in which we do
      business.





Employees
      must seek to minimize the impact of the Company’s services on the environment.
      It is the Company’s policy that employees comply with environmental laws and not
      operate facilities without the required environmental permits, approvals, and
      controls. In addition, it is our policy that business units have an
      environmental plan in place, follow that plan and update it annually.
      Responsible individuals must keep pollution-control equipment in proper working
      order. They must submit accurate and timely reports of the environmental
      information required by government agencies and the Company. Facilities and
      business units will be subject to periodic audits of regulatory
      compliance.





While
      every employee is not expected to be an expert in every environmental
      requirement, employees are expected to understand those requirements that to
      their area of responsibility and to report accidents and unsafe practices or
      conditions to their supervisors or other designated persons.





|11. | Doing
              Business Internationally
|--- | --------------------------------------------




Generally,
      while the Company must adapt to business customs and market practices in global
      markets, all employees worldwide will adhere to applicable United States laws
      and regulations and there standards. Every employee will also respect the laws,
      cultures and customs of all countries in which the Company operates and will
      conduct the Company’s overseas activities in a way that contributes to
      development in all such locales.




10





|12. | Foreign
              Corrupt Practices Act
|--- | -------------------------------------------




The
      Company and its directors, employees and agents will strictly comply the United
      States Foreign Corrupt Practices Act of 1977 (and amendments) (“FCPA”). The FCPA
      governs conduct occurring outside of the territorial boundaries of the United
      States and applies to domestic and foreign subsidiaries of the Company and
      to
      both U.S. citizens and non-U.S. citizens. Under this act:





|a. | The
              Company and its stockholders, directors, agents, officers and employees
              are prohibited from making or authorizing payment of either money or
              anything of value, directly or indirectly to, to non-United States
              government officials, political parties or candidates for political
              office
              outside the United States to win or retain business or influence any
              act
              or decision of such officials.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|b. | All
              books, records and accounts, domestic and overseas, must accurately
              and
              fairly reflect business transactions and dispositions of the Company’s
              assets.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|c. | A
              system of internal accounting controls must be maintained to provide
              adequate corporate supervision over the accounting and reporting
              activities at all levels.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




Certain
      payments and gifts to non-United States employees whose duties are essentially
      ministerial or clerical may be permissible. It is often difficult to determine
      the legality of such payments under local law at a given location. You must
      consult with the General Counsel before authorizing or making any such
      payment.




|**V.** | **CONDUCT
              REGARDING COMPANY EMPLOYEES**
|------ | -----------------------------------------------------




Basic
      to
      our relationship with each other is the recognition of the value and worth
      of
      each individual and the necessity to provide a working climate that is
      protective of the well being of all employees. The Company work culture will
      be
      free from discrimination and harassment based on race, color, religion, sex,
      national origin, age, disability, sexual orientation, marital or family status,
      military status, or other factors that are unrelated to the Company’s legitimate
      business interests.





The
      Company will not tolerate sexual advances, actions, comments or any other
      conduct in the workplace that creates, in the judgment of Company management,
      an
      intimidating, or otherwise offensive environment. Similarly, the use of racial
      or religious slurs, or any other remarks, jokes, or conduct that, in the
      judgment of Company management, encourages or permits an offensive work
      environment will not be tolerated. If you believe you are subject to such
      conduct, take your concern to management, the Human Resources
      Department.





Some
      other activities that are prohibited because they clearly are not conducive
      to a
      good work environment are: threats, violent behavior, and the use, distribution,
      sale or possession of illegal drugs or any other controlled substance, except
      for approved medical purposes. In addition, the possession on Company property
      of a gun or other weapon that could cause death or serious bodily injury is
      strictly forbidden.


Employees
      and applicants will be evaluated for employment and promotion on a
      non-discriminatory basis. ‘The Company will maintain an “open door” so employees
      can express their views freely without fear of reprisal. The Company and
      employees will respect the privacy of employee information contained in Company
      files consistent with the Company’s legal obligations.




11





You
      are
      required to treat every other employee, customer, supplier, and others met
      in
      course of work with dignity and respect. Harassment of any type in the workplace
      will not be tolerated.




|**VI.** | **YOUR
              RESPONSIBILITIES TO THE COMPANY**
|------- | ------------------------------------------------------




|1. | Legal
              Compliance
|-- | ------------------------------




The
      Company operates strictly within the law. Directors, officers and other
      employees are expected to know and to follow the law. Supervisors and managers
      must ensure that employees understand our values and are informed of the
      requirements relating to their jobs. Supervisors and managers must also be
      available to answer employee questions or to guide employees to persons who
      have
      the answers. Employees must inform the Company’s suppliers and agents of these
      policies. The consequence of failing to follow any applicable law, rule,
      regulation can include termination of employment.





The
      Company is required to file tax forms with the proper authorities, and its
      policy is to ensure that each filing is accurate, complete and timely. Tax
      evasion is illegal. Employees will not take any action to evade taxes payable
      by
      the Company. Employees will not aid or facilitate others, including employees,
      vendors or customers in misrepresenting or evading taxes of any
      kind.





|2. | Substance
              Abuse
|-- | -----------------------------




An
      employee under the influence of drugs or alcohol at work is a safety risk.
      Accordingly, employees may not use, possess, sell, distribute, or purchase
      alcohol or illegal drugs while working, while on Company business, or while
      operating Company equipment, machinery or vehicles. Furthermore, employees
      may
      not enter Company premises for any reason under the influence of alcohol or
      illegal drugs or with detectable levels of illegal drugs or the metabolites
      of
      illegal drugs in their system. Drug testing of employees may occur as permitted
      by applicable laws.





|3. | Accurate
              Records and Reporting Finance
|-- | ----------------------------------------------------




|3.1 | Financial
              Statements
|--- | ----------------------------------



12




Employees
      involved in the preparation of the Company’s financial statements must prepare
      those statements in accordance with the Generally Accepted Accounting
      Principles, consistently applied and any other applicable accounting standards
      and rules so that the financial statements materially, fairly and completely
      reflect the business transactions and financial condition of the Company.





Further,
      it is important that the documents filed by the Company with the SEC be timely,
      understandable, free of material errors and in compliance with SEC regulations.
      Other public communications by the Company must also be timely, understandable
      and free of material errors. Company policy prohibits you from knowingly making
      or causing others to make a materially misleading, incomplete or false statement
      to an accountant or an attorney in connection with an audit any filing with
      any
      governmental or regulatory entity (such as Nasdaq or the SEC).





Company
      policy also prohibits you from directly or indirectly falsifying or causing
      others to falsify any Company, customer or supplier documentation. In addition,
      you must not omit or cause others to omit any material fact that is necessary
      to
      prevent a statement made in connection with any audit, filing or examination
      of
      the Company’s financial statements from being misleading. Employees are
      prohibited from opening or maintaining any undisclosed or unrecorded corporate
      account, fund or asset or any account with a misleading purpose.





Finally,
      Company policy strictly prohibits any employee or director from taking any
      action to fraudulently influence, coerce, manipulate or mislead the accountant
      or auditor engaged in the performance of an audit of the Company’s financial
      statements.





|3.2 | Records
|--- | -------




Company
      records must reflect an accurate verifiable record of all transactions.
      Information recorded and submitted to another party, whether inside or outside
      the Company, must be accurate, timely, and complete. The information must
      honestly reflect the transaction. Reports or records may not be used to mislead
      those who receive them or to conceal anything that is improper.





Expense
      accounts are an example. You are entitled to reimbursement for reasonable
      expenses, but only if those expenses are actually incurred. To submit an expense
      account for meals not eaten, miles not driven, airline tickets not used, or
      for
      any other expense not incurred is dishonest reporting.





Dishonest
      reporting of information to organizations or people outside the Company is
      also
      strictly prohibited. It could lead to civil or even criminal liability for
      you
      and the Company. This includes not only reporting information inaccurately,
      but
      also organizing it in a way that is intended to misinform those who receive
      it.





Destruction
      or falsification of any document that is potentially relevant to a violation
      of
      law or a government investigation may lead to prosecution for obstruction of
      justice. Therefore, if you have reason to believe that a violation of the law
      has been committed or that a Company or government investigation is about to
      be
      commenced, you must retain all records (including computer records) that could
      be relevant to an investigation of the matter. Questions with regard to
      destruction or retention of documents in this context should be directed to
      the
      General Counsel.




13





In
      addition, if you believe that the Company’s books and records are not being
      maintained in accordance with these requirements, you should report the matter
      directly to your supervisor or to the General Counsel.




|4. | Conflicts
              of Interest
|-- | -----------------------------------




We
      recognize that the potential for conflict exists for decision-makers at all
      levels within the Company. This includes members of the Board of Directors,
      officers, supervisors, and all other employees. Employees are required to avoid
      situations or relationships where their interests or the interests of members
      of
      their families conflicts with the interest of the Company. Any potential
      conflict of interest, or any transaction or relationship that could give rise
      to
      a conflict of interest, must be discussed with the employee’s manager so it can
      be resolved. In the case of officers and board members, any potential conflict
      of interest, and any transaction or relationship that could give rise to a
      conflict of interest, must be reviewed and resolved by the Board of Directors’
Governance Committee.





Conflicts
      may arise when the interest or activities of an individual (or those of a member
      of his or her family) are competitive with or otherwise adverse to those of
      the
      Company and/or a subsidiary; or the individual is in position to influence
      a
      transaction or decision in such a way that it will, or might appear to benefit
      the individual or his or her family member.





|4.1 | Outside
              Employment
|--- | --------------------------------




The
      Company understands that occasionally an employee must obtain other employment
      to supplement the employee’s primary employment or the employee may operate
      his/her own business operation. Outside employment is not prohibited but it
      must
      not conflict in any way with your responsibilities within our
      Company.





The
      policy of the Company is that no employee is permitted to have an outside
      interest which:





|a. | materially
              encroaches on the time or attention that should be devoted to Company
              duties;
|-- | --------------------------------------------------------------------------------------------------------------------



|b. | adversely
              affects the quality of work performed;
|-- | --------------------------------------------------------------



|c. | competes
              with Company interests or business
              development;
|-- | ------------------------------------------------------------------------------------



|d. | involves
              unauthorized use of Company equipment, vehicles, supplies, or
              facilities;
|-- | --------------------------------------------------------------------------------------------------------------



14




|e. | implies
              sponsorship or support of the Company on behalf of the outside employment
              or interest; or
|-- | -----------------------------------------------------------------------------------------------------------------------------



|f. | adversely
              affects the good name of the Company.
|-- | -------------------------------------------------------------



|4.2 | Personal
              Gain
|--- | ---------------------------




In
      dealing with current and potential customers, suppliers, contractors and
      competitors, you should act in the best interest of the Company to the exclusion
      of personal advantage.





|4.3 | Corporate
              Opportunities
|--- | -------------------------------------




Directors
      and employees may not take for themselves personally opportunities that are
      discovered through the use of Company property, information or position, nor
      may
      they use Company property, information or position for personal gain.





Furthermore,
      directors and employees should not compete with the Company unless such
      competition is disclosed to the Chief Executive Officer or Chief Operating
      Officer and the General Counsel has approved or determined such competition
      to
      be immaterial. Employees and directors have a duty to the Company to advance
      its
      legitimate interests when the opportunity to do so arises.





|4.4 | Loans
              or Guarantees
|--- | ---------------------------------




Directors,
      executive officers and other employees may not, except as permitted by law,
      accept loans or guarantees of obligations from the Company for themselves or
      their family members. Furthermore, employees may not accept or seek loans or
      guarantees or obligations (except from financial institutions), for themselves
      or family members, from any individual, organization or business entity doing
      (or seeking to do) business with the Company. Employees must report to their
      supervisor promptly all such offers, even when refused.





|4.5 | Disclosure
              of Conflicts of Interest
|--- | -------------------------------------------------




Each
      employee should make prompt and full disclosure in writing to his or her
      immediate supervisor, Head of Human Resources, Chief Executive Officer, Chief
      Operating Officer and/or General Counsel, of any situation that may involve
      a
      conflict of interest. This includes, but is not necessarily limited to the
      following examples:





|a. | ownership
              of a material financial interest in any outside enterprise that does
              or
              seeks to do business with, or is a competitor of, the
              Company;
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|b. | serving
              an outside enterprise that does or seeks to do business with the Company.
              This includes for example, serving as an employee, partner, director,
              officer or consultant;
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



15




|c. | acting
              as a broker, finder or intermediary for the benefit of a third party
              in
              transactions involving the Company or its
              interests;
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|d. | incurring
              significant indebtedness to any concern whose business may be affected
              by
              the employee’s actions on behalf of the
              Company;
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|e. | any
              arrangement or circumstance, including family or other personal
              relationships, which might cause the employee not to act in the best
              interest of the Company, or that presents the appearance of a conflict
              of
              interest;
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|f. | an
              individual shall not vote on, influence, or make recommendations regarding
              a transaction or decision when the individual or a member or her family
              has a material interest in an entity or property involved in the
              transaction or decision.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




If
      the
      Company has reasonable cause to believe that an individual subject to this
      Code
      of Conduct has failed to make a conflict of interest disclosure, it shall inform
      that individual of the basis for such belief and afford the individual an
      opportunity to explain the alleged failure to disclose. If, after hearing the
      response of the individual and making any further investigation the Company
      determines that the individual has failed to make a required disclosure, it
      shall take appropriate disciplinary and corrective action.





|5. | Unauthorized
              Use of Company Property or Services
|-- | --------------------------------------------------------------




You
      may
      not use Company property and services for your personal benefit or the benefit
      of others unless the use has been properly approved by a Company
      officer.





You
      are
      responsible for protecting Company assets, including trade secrets, technology
      and other proprietary information. Managers are responsible for establishing
      and
      maintaining controls to protect assets from loss or unauthorized use. You are
      responsible for assisting in the prevention of waste and theft and assuring
      the
      integrity of the controls.





|6. | Computer
              Resources and Computer Security
|-- | ------------------------------------------------------




The
      Company’s computer resources are Company assets. Computer resources include, but
      are not limited to, all of the Company’s processing hardware, software, networks
      and networking applications, and associated documentation. The Company expects
      all employees utilizing our computer and other electronic resources to observe
      the highest standard of professionalism at all times.





This
      includes respecting and maintaining the integrity and security of all Company
      computer and communication systems, and utilizing those systems only in
      furtherance of the Company’s business interests. It also includes respecting the
      values of the Company, and each individual within it, by creating and sending
      only appropriate business-related messages. To this end, the following policies
      and principles apply:




16




|a. | Employees
              are responsible for ensuring the integrity and confidentiality of their
              unique user identification codes and passwords. Any suspected breach
              must
              be reported to appropriate management
              immediately.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|b. | Employees
              are not permitted to access a computer without authorization or to
              exceed
              authorized access with the intent of securing information contained
              in the
              Company’s financial records or records concerning proprietary information,
              customers, or other employees.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|c. | Employees
              are expected to log out of systems that do not support an automated
              log
              out process, when leaving them
              unattended.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|d. | Employees
              are not permitted to alter, damage or destroy information that is
              potentially relevant to a violation of law or a government investigation
              or that is relevant to pending or threatened litigation without the
              prior
              authorization of General Counsel.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|e. | An
              employee’s misappropriation, destruction, misuse, abuse or unauthorized
              use of computer resource is strictly
              prohibited.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------



|f. | Employees
              are not permitted to use the Company’s computer resources for personal
              gain.
|-- | ------------------------------------------------------------------------------------------------------------------



|g. | Computer
              programs developed by employees using the Company’s computer resources and
              developed within the scope of the employee’s employment are the Company’s
              property. All rights to and use of such property are reserved by the
              Company.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|h. | The
              Company reserves the right to monitor its computer resources in order
              to
              prevent their improper or unauthorized
              use.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|i. | Access
              to systems, data, and software must be restricted to authorized personnel,
              preauthorized by an employee’s supervisor and consistent with his or her
              job responsibilities.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|j. | Except
              for incidental uses, employees may not use electronic mail systems,
              the
              Internet, or other electronic facilities for non-business related
              communications, and must adhere to applicable supervisory and regulatory
              requirements when utilizing such systems as part of their business
              function.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|k. | The
              viewing, downloading or accessing of sexually explicit, racist or
              otherwise offensive material is strictly prohibited.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------



|6.1 | Computer
              Software
|--- | -------------------------------




It
      is the
      policy of the Company to respect the software copyright laws and the terms
      of
      the agreements pursuant to which we obtain our software. These laws and
      agreements prohibit the copying of all software without permission from the
      copyright owner, except for limited back-up or archival purposes or other
      special instances. If you have a question as to whether a particular program
      is
      a legitimate copy, you must obtain a copy of the purchase of license agreement
      and contact the Information Technology Department. The Information Technology
      Department should contact the General Counsel as necessary to resolve the
      issue.




17





Employees
      are prohibited from downloading from the internet or installing any software
      to
      their computer provided by the Company that is not done with the knowledge
      and
      approval of Company Management or the Information Technology Department, or
      at
      the direction of the Information Technology Department.





|7. | Media
              Contact and Public Discussion
|-- | -------------------------------------------------




News
      media contact and public discussion of Company business should only occur
      through authorized spokespersons for the Company, including those designated
      as
      spokespersons under the Company’s crisis communications plan. If you are
      requested by an external source to provide information, you should refer the
      requesting party to the General Counsel, the Chief Operating Officer, or the
      Chief Executive Officer.





|8. | Insider
              Trading
|-- | -----------------------------




Insider
      trading is both illegal and unethical. Federal and state securities laws and
      Company policy prohibit the buying or selling of securities on the basis of
      non-public material information. Directors, officers and any other employees,
      at
      any level, who are aware of non-public material information related to the
      Company or any other businesses, may not, directly or indirectly, use such
      material non-public information in purchasing or selling any securities of
      the
      Company or these businesses. Nor, under these circumstances, may they have
      any
      other person purchase or sell securities on their behalf.





Any
      purchases or sales made by another person on their behalf will be attributable
      to them.





Non-public
      material information may not be disclosed to any person outside the Company
      (including relatives, friends or business associates and regardless of the
      purpose for which such disclosure may be made) until authorized Company
      officials have adequately disclosed the information to the public. For any
      questions regarding these topics, please consult with your
      supervisor.





Short-term
      investment activity in the Company’s securities, such as trading in or writing
      options, arbitrage trading or “day trading” is not appropriate under any
      circumstances, and is prohibited. In addition, employees should not take “short”
positions in the Company’s securities.





To
      the
      extent you consider trading in securities in another business that the Company
      had or has a relationship with, and that other business lists its securities
      on
      an exchange outside the United States, you should be aware that transactions
      in
      foreign securities markets are also subject to the policies and procedures
      described in the Code of Conduct. Certain jurisdictions may have stricter
      requirements than those discussed in this Code, and employees should always
      consult with their own local attorneys regarding such requirements.




18





“Material
      information” is any information that a reasonable investor would consider
      important in deciding whether to buy, sell or hold securities. Examples include
      but are not necessarily limited to:





|a. | acquisitions;
|-- | -------------



|b. | dispositions;
|-- | -------------



|c. | changes
              in key management;
|-- | ----------------------------------------



|d. | large
              contracts;
|-- | ------------------------------



|e. | material
              contract cancellations;
|-- | ----------------------------------------------



|f. | earnings
              figures and trends;
|-- | ------------------------------------------



|g. | dividend
              policy changes;
|-- | --------------------------------------



|h. | important
              information on litigation; and
|-- | ------------------------------------------------------



|i. | contracts
              or joint ventures.
|-- | ------------------------------------------




In
      addition, it should be emphasized that material information does not have to
      relate to a Company’s business; information about the contents of a forthcoming
      publication in the financial press that is expected to affect the market price
      of a security could well be material. For any questions regarding the
      materiality of certain information, please consult with your supervisor, the
      Chief Executive Officer, the Chief Operating Officer or the General
      Counsel.





Directors,
      executive officers and designated insiders of the Company are frequently in
      possession of non-public material information. To prevent trading in Company
      stock while in possession of such confidential information, all Directors,
      executive officers and designated insiders should consult with the General
      Counsel before engaging in any trading of Company stock. An “executive officer”
is an officer of the Company or one of its subsidiaries where required to report
      his or her Company stock holdings and transactions to Securities and Exchange
      Commission on Forms 3, 4 and 5.





|9. | Health
              and Safety
|-- | -------------------------------




It
      is the
      Company's policy to comply fully with all federal, state and local health and
      safety laws and regulations. Every employee has responsibility for attaining
      and
      maintaining a safe work environment, and each employee is expected to perform
      their duties in accordance with all health and safety laws, regulations and
      Company policies. All employees are responsible for bringing any hazardous
      condition in the workplace to their supervisor's attention.





The
      Company has instituted a Drug-Free Workplace Policy. Each employee, as a
      condition of employment, is expected to fully comply with the provisions of
      the
      Policy.




19





The
      Company provides its employees with a smoke-free work environment and each
      employee is expected to abide by the non-smoking policy within the Company's
      facilities and vehicles.





|10. | ERISA
|--- | -----




The
      Company maintains benefit programs that are subject to a federal statute the
      Employee Retirement Income Security Act. The Company has an obligation to comply
      with the disclosure, reporting, funding, fiduciary and operational provisions
      of
      ERISA. It is the Company's policy to comply with these laws and all filings
      required by statute must be timely, accurate and complete.




20


**ACKNOWLEDGMENT**


**ENER1,
      INC. BUSINESS CODE OF CONDUCT**




The
      Company is committed to promoting the highest ethical standards and expects
      the
      same from each employee. Every employee should be familiar with all of the
      provisions of the Business Code of Conduct. In addition, employees should be
      sensitive to specific laws and regulations affecting their areas of
      responsibility within the Company. All employees must sign and date this
      ACKNOWLEDGMENT form and return it to the General Counsel to acknowledge they
      have received and read the Business Code of Conduct.





When
      an
      employee is in doubt about whether disclosure of information is permissible,
      the
      preferred course is non-disclosure. Management should be consulted if a decision
      must be made. Anyone learning of the disclosure of material confidential
      information should advise the General Counsel as soon as possible.


21


**CERTIFICATION**





I
      have
      received and read the Company's Business Code of Conduct. I understand that
      the
      standards and the policies stated in the Code represent the policies of the
      Company and that violating those standards and policies, or any legal and
      regulatory requirements applicable to my job tasks, may result in one or more
      of
      the penalties set forth in the Code. I agree to abide by and support the
      standards and policies contained in the Code and to abide by and support all
      legal and regulatory requirements applicable to my job. I am aware of the
      sources within the Company that I can consult if I have questions concerning
      the
      meaning or application of the Code. These include my Manager and the General
      Counsel. I represent that I have no interest, which might be deemed to be an
      Ethics issue, except as I have disclosed on the reverse side of this document.




Employee
      Signature/Date




___________________/_______




22


**DIRECTORY
      OF ENER1, INC. BUSINESS CODE OF CONDUCT CONTACTS:**


**Name**
              **Email**
              **Telephone**Peter
                  Novak, CEO
              pnovak@ener1.com
              (954)
                  556-4020 x413Naoki
                  Ota, COO
              nota@enerdel.com
              (317)
                  585-3446Kammy
                  Dawson, HR Manager
              kdawson@enerdel.com
              (317)
                  585-3408Michael
                  Sharrif, General Counsel
              msharrif@ener1.com
              (954)
                  556-4020 x338




23