Corporate Code of Conduct

Purpose

The Code of Conduct ("Code") presents standards of conduct for every director, officer and employee ("employee") of Carmanah Technologies Corporation ("Carmanah" or "the Company") and its subsidiaries.

Carmanah's employees occupy a position of trust in our relations with the Company's customers, competitors, suppliers, government authorities, shareholders and the public. Carmanah's business success is dependent on these trusting relationships. Accordingly, Carmanah expects its entire staff to comply with all laws and regulations governing its conduct, and the Company is committed to promoting honesty, integrity and the highest standard of ethical conduct.

If there are any doubts as to whether a course of action is proper, or about the application or interpretation of any legal requirement, discuss the matter with the Vice President Administration ("VP Admin").

Application

This Code applies, without exception, to all staff of Carmanah. Each employee is required to confirm in writing that they have read and understood the code. It is the responsibility of each employee to live up to the standards outlined in the Code so as to build on Carmanah's foundation of goodwill. These standards are intended as a guide to making the right choice when faced with a complicated situation, and adopting a higher standard of behavior than simply what is 'legal'. In applying the Code, the VP Admin will report to Carmanah's Board of Directors (the "Board").

Specific Rules of Conduct

No code can offer a complete guide to cover all possible situations that might be encountered. There are some areas, however, which, deserve particular attention and these are set out below because of their special importance.

Conflicts of Interest

Each employee of Carmanah must avoid any conflict, or perception of conflict, between the employee's personal interests and the interests of Carmanah in transacting Carmanah's business. A conflict situation can arise when an employee takes actions or has interests that may make it difficult or even appear to make it difficult to perform his or her work objectively and effectively.

Some examples of a conflict of interest might include:

• employment by a competitor or potential competitor, regardless of the nature of employment, while employed by Carmanah;
• acceptance of gifts, payment, or services from those seeking to do business with Carmanah;
• passing confidential information to competitors;
• investment activity using insider information;
• ownership of, or substantial interest in, a company which is a competitor or supplier of Carmanah; or
• acting as a consultant to a customer or supplier of Carmanah.

Employees should fully and promptly disclose to the VP Admin all circumstances that could be construed or perceived as a conflict of interest or potential conflict of interest. Full disclosure creates an opportunity to resolve unclear situations and dispose of conflicting interests before any difficulties can arise. When an employee is in doubt as to whether or not a conflict of interest exists, the employee should consult the VP Admin.

Outside Business Activities / Other Employment

Carmanah should not be deprived of any employee's best efforts on the job because of excessive outside demands on his or her time, energy or attention. There are cases, however, where an employee may start his or her own outside businesses, or take on additional part-time work with organizations that are neither competitors, suppliers, nor customers. This in itself does not constitute a conflict of interest. It is every employee's responsibility to ensure that the second job does not conflict with the interests of Carmanah. This means, for example, ensuring that the two activities are strictly separated. This can be done by ensuring that:

• the other organization's work is not done on Carmanah's time;
  
• customers and colleagues from the outside activity do not contact the employee at Carmanah;
  
• Carmanah's equipment, supplies or intellectual property; or the time of any other personnel; are not used for outside work;
  
• products or services from the outside business are not promoted to other employees during working hours; and
  
• products or services from outside work are not sold to Carmanah.
  

Gifts and Entertainment

Each employee must never use his or her position to obtain personal gain nor become obligated to persons with whom Carmanah does business. Employees must not accept, directly or indirectly, gifts of value, including payments, services, fees, special privileges, pleasure trips, accommodations and loans from any person, organization, or group doing business or seeking to do business with Carmanah without obtaining the prior approval of the VP Admin.

If an employee has any doubt regarding the acceptance, or provision, of a gift or benefit, the employee should discuss it with the VP Admin.

Alcohol & Substance Abuse

Consuming alcoholic beverages in quantities that affect work performance or impair judgement during working hours is a violation of the Code. Abusing controlled substances or the consumption, possession, sale or distribution of illegal drugs while on Carmanah's premises, at any Company function, or at any time when you could be identified as a Carmanah employee is also prohibited.

Corporate Opportunities

Employees are prohibited from:

• taking for themselves, personally, any business opportunities that are discovered through their position at Carmanah;
  
• using Carmanah's property, information or position for personal gain; and
  
• competing with Carmanah.
  

Employees owe a duty to Carmanah to advance its legitimate interests when the opportunity to do so arises.

Fair Dealing

Each employee should endeavor to deal fairly with Carmanah's shareholders, customers, suppliers, competitors and employees. None should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practice.

Protection and Proper Use of Carmanah's Assets

All employees should protect Carmanah's assets and ensure their efficient use. All of Carmanah's assets should be used for legitimate business purposes. Equipment, materials, supplies and services, including internet access, that are purchased by Carmanah are the property of Carmanah and must be used only in the interest of Carmanah and must be protected from theft, misuse or damage.

Knowingly transmitting, viewing, generating, printing, retrieving, downloading or storing communications of a discriminatory, defamatory, obscene, damaging (such as computer viruses), threatening or harassing nature, or any material that is inappropriate for the business environment is prohibited.

Community and Political Involvement

Carmanah encourages community service and Company resources may in some cases be offered in support of employee involvement in these activities. When becoming involved in community activities as individuals, it is important to make it clear that participation is personal and that Carmanah is not involved.

All employees have the right to participate in politics, both as candidates and as supporters of candidates, political parties and causes. However, when running for office, supporting others running for office, or backing a cause, it is important to make clear that the activity is personal and that Carmanah is in no way associated with the employee's political views or allegiances.

Compliance with Laws, Rules and Regulations
(including Insider Trading Laws)

The laws of the different jurisdictions where Carmanah does business cover many aspects of Carmanah's business. Carmanah is committed to operating within the framework of these laws and regulations. Therefore, to ensure adherence to all applicable laws, all employees should take reasonable steps to familiarize themselves with the laws and regulations affecting their work and ensure that their conduct complies with those laws. Ignorance of the law is not a defense.

While striving to achieve challenging goals and objectives, all employees are expected to comply with the law and must not encourage other employees, contractors or suppliers to engage in any activities that may be accomplished by breaking the law, or take part in any unethical business dealings.

Carmanah will proactively promote compliance with laws, rules and regulations, including those governing insider trading. Carmanah views insider trading as both unethical and illegal and will deal with it decisively. To this end, Carmanah has adopted a policy relating to trades in securities by "insiders" (the "Share Trading Policy"), imposing trading restrictions and blackout periods. Employees must be knowledgeable of and comply with the Share Trading Policy.

Carmanah adheres to a policy of full, fair, accurate, timely and understandable disclosure in reports and documents that Carmanah files with or submits to securities regulatory authorities and in all other publications or communications made by Carmanah. This policy is fully described in the Corporate Communications & Disclosure Policy.

Confidentiality

Employees will be required to maintain the confidentiality of information entrusted to them by Carmanah or its customers as required by Carmanah's Corporate Communication and Disclosure Policy.

Harassment and Discrimination

Carmanah supports the spirit and intent of applicable human rights and anti-discrimination laws. Carmanah will not tolerate any behavior which conflicts with these principles and laws. Any employee whose actions are inconsistent with these principles will be disciplined, up to and including dismissal.

All employees of Carmanah should treat one another with courtesy, dignity and respect. Harassment, including sexual harassment, is a form of discrimination and will not be permitted at any level of Carmanah nor in any part of the employment relationship. This includes areas such as recruitment, promotion, training opportunities, salary, benefits and terminations.

Forms of harassment include, but are not limited to, unwelcome verbal or physical advances and sexually, racially, or otherwise derogatory or discriminatory materials, statements or remarks.

All employees of Carmanah are entitled to harassment-free employment. Every customer is entitled to harassment-free services. Each employee has a responsibility to ensure that neither employees nor any external contacts are subjected to harassment.

Complaints will be treated with seriousness, sensitivity and in as discreet and confidential a manner as possible. If any employee believes the employee is being subjected to harassment or observes or knows of a colleague or group of employees who are being harassed, the employee should disclose the harassment as indicated below. There will be no retaliation for reporting harassment incidents.

Whistle Blower Policy

Carmanah will protect any employee from retaliation who, in good faith, reports problems with corporate policies, procedures, or controls, or breaches of the Code by another employee. Any employee wishing to report a breach of the Code should report it to the VP Admin.

If any employee feels unable to discuss an issue with the VP Admin, the employee may also disclose it using the Whistle Blower process. Further clarification of this process can be found in the Whistle Blower Policy posted on the company's website.

Waivers

Any waiver of the Code for executive officers or directors of Carmanah may be made only by the Board and must be promptly disclosed to Carmanah's shareholders.

Compliance

Any violation of this Code will be taken very seriously and may lead to disciplinary action ranging from counseling to suspension or termination of employment, and may also affect remuneration decisions. Similar consequences may result from any failure to cooperate in any investigation relating to a violation of the Code, or retaliating against someone for filing a complaint under the Code. Where breaches of laws and/or regulations have occurred, the relevant external authorities may be contacted. Carmanah may also choose to pursue civil remedies for any damages or harm it may incur as a result of a violation.

Effective Date

This Code is dated and is effective as of 3 July, 2007.