Code of Business Conduct

March 2007

The Board of Directors of SMF Energy Corporation, its operating subsidiaries, divisions and affiliates (the "Company") believes it is appropriate to to make the following statement of the principles which guide its business conduct; to reaffirm its commitment to those principles; to emphasize to its employees the standards of conduct demanded of them; and to assure that such standards are observed:

The business operations and activities of the Company shall be conducted with integrity and responsibility. Applicable laws and governmental regulations shall be adhered to, and the Company shall endeavor to fulfill its responsibilities to all its constituencies – employees, customers, suppliers, and the communities in which it resides and does business, as well as to its shareholders.

Political and Commercial Corruption

Company policy prohibits corrupt or questionable practices with regard to the giving or receiving of gifts or other benefits and any use of funds or assets for unlawful or improper purposes.

Political Contributions. The Company shall abstain from improper corporate involvement in political activities. No contributions of funds or services shall be made to political candidates or organizations unless such contributions are legally permissible and in accordance with local custom and practice.

Payments to Government Officials. Payments or gifts to U.S. or foreign government officials are prohibited.

Commercial Corruption. No bribe, gratuity, kickback, or excessive or disguised commission or fee shall be paid or given to any representative of a customer, supplier, or competitor. This does not prohibit gifts of nominal value based upon personal relationships or customary entertainment as appropriate in the particular environment. Commissions, consultants' fees, retainers and similar payments may continue to be made in the normal course of business provided the sums paid are understood by both parties to be related to, and are commensurate with, the services performed and the size or value of the contract or transaction.

Misconduct. Officers and other operating management personnel are responsible for the detection of suspected misconduct. Misconduct includes such things as:

• Any dishonest or fraudulent act
• Forgery, alteration or misappropriation of checks, falsifying financial statements, initiating payments to vendors for goods not received or services not performed
• Any misappropriation of funds, supplies or any other asset
• Any irregularity in the handling or reporting of money transactions
• Disappearance of furniture, fixtures, and equipment
• Any similar or related activity

Suspected misconduct may also include any irregularity or suspicion of an irregularity involving vendors, Company personnel, customers, or Company property.

Each officer should be familiar with the types of misconduct which may occur in his or her area and also be alert for any indication that an irregularity might exist or has occurred. It is the responsibility of each officer to immediately notify the Chief Executive Officer upon noting any indication of an irregularity or suspicion of any irregularity, who will be responsible for investigation of any suspected irregularity, and coordinating such investigation, as appropriate, with the Company's legal advisors.

Receipt of Gratuities. No employee shall, directly or indirectly, accept any bribe, commission, kickback, payment, gratuity, gift (except nominal, personal gifts or customary entertainment) from any customer, supplier, or competitor.

Accounting Practices

Strict compliance with prescribed accounting procedures and controls shall be practiced at all times. All assets, liabilities, income and expenses shall be correctly identified and recorded in the appropriate corporate books of account. No employee shall make any false or misleading statement to internal or independent auditors or conceal or omit information necessary to make statements to such auditors meaningful. No employee shall withhold any books or records relevant to any subject under review from the internal or independent auditors. No employee shall withhold any books or records relevant to any subject under review from the internal or independent auditors.

Competitive Conduct and Commercial Practices

The Company shall compete fairly in the marketplace, abstaining from unfair or restrictive practices and collusive agreements. It shall deal fairly with suppliers and customers. In advertising and selling its services, it shall avoid untruths and any forms of deception or unfair advantage.

Environmental, Health and Safety Standards

The Company shall observe the appropriate standards of practice in controlling wastes and emissions in the interest of preserving and protecting the environment and in providing a safe and healthful work place for employees.

Community Relations

Employees are expected to conduct themselves as responsible and useful corporate citizens of their local communities, supporting selected civic, charitable, educational, and other activities as appropriate.

Insider Trading

Employees may have access to material information obtained in the course of their employment or from other employees which is not known to the public. This is inside information. It includes material information, verbal or written, about the Companyand other companies dealing with the Company.

Employee Responsibilities

Employees shall carry out their responsibilities in accordance with the policies stated in this Code. Specific guidelines or directives which may be issued from time to time by the Board of Directors or management officers to implement these policies with respect to particular matters shall be followed.

Conflicts of Interest

Employees have a responsibility to act in accordance with the best interests of the Company. An outside interest or relationship which would or could have an adverse effect on the Company (or on the employee's business judgment) constitutes an unacceptable conflict of interest, as does any dealing for personal profit or gain on the basis of inside knowledge or confidential information obtained in the course of employment.

Guidelines of Employee Conflicts of Interest

The Company's CODE OF BUSINESS CONDUCT (the “CODE”) sets forth principles for the conduct of business based upon concepts of integrity and responsibility. Included is the responsibility of all employees to avoid conflicts of interest.
This CODE states that employees have a responsibility to act in accordance with the best interests of the Company. An outside interest or relationship which would or could have an adverse effect on the Company (or on the employee's business judgment), constitutes an unacceptable conflict of interest, as does any dealing for personal profit or gain on the basis of inside knowledge or confidential information obtained in the course of employment.

These guidelines are issued to implement the policy set forth in the CODE, prohibiting employee conflicts of interest, and to assist employees in avoiding such conflicts.

Activities or interests prohibited under this policy include:

1. Employment by, or affiliation in any capacity with, a customer, supplier, or competitor of the Company, including any firm which the employee has reason to believe may be a prospective customer, supplier or competitor.
2. Investment (see footnote 1) by directors, officers and management employees in any customer (see footnote 2), supplier (see footnote 2), or competitor of the Company, including any firm which the individual has reason to believe may be prospective customer, supplier, or competitor.
1. Such investments violate these Guidelines because they create a threat that the individual's business judgment will be influenced by the investments rather than the interests of the Company.


2. Exceptions to these Guidelines may be made on a case-by-case basis, in order to avoid inequitable results.
3. Exceptions may be granted for investments or rights the individual has acquired prior to the commencement of employment by the Company. However, employees should avoid making new investments in customers, suppliers or competitors, other than indirect investments acquired through mutual funds or other pooled investments managed by others.


4. Acceptance of any commission or other form of compensation, or of excessive gifts or entertainment, from any person or firm with whom the Company is doing or might do business, or with whom the individual has reason to believe the Company might do business.


5. Personal exploitation of a corporate opportunity, such as the purchase of property or investment in an enterprise in which the Company has an existing interest, or in which the employee has reason to believe the Company may have a prospective interest.


6. Any other dealing for personal profit or gain, based upon inside information obtained in the course of employment, concerning important business of the Company, such as acquisitions, financial projects, or any other material, non-public information.

For the purpose of these Guidelines, the prohibited activities, investments and interests of the employee are considered to include not only those in which the employee may be engaged or interested directly, but also those in which the employee might engage or be interested indirectly through his or her spouse or other immediate family members.

Questions concerning the meaning or interpretation of these Guidelines should be referred to your immediate supervisor who, in turn, may wish to consult with the Chief Executive Officer.

Footnote 1: For purposes of these Guidelines, prohibited activities include investments in stock, bonds and options of, as well as loans to, a customer or supplier.

Footnote 2: Questions have arisen as to whether investments in publicly traded companies that are customers or suppliers of the Company violate the Guidelines. While it is not possible to answer all such questions in advance, as a general rule, an investment in a publicly traded customer or supplier is permissible if (a) the sales made to the customer, or the orders with the supplier placed by the Company's employee will not have a substantial effect on the customer's or supplier's performance; and (b) the investment is made without the benefit of inside information as that term is described in paragraph 6 of these Guidelines; and (c) the Company's employee does not acquire 1% or more of any class of the customer's or supplier's stock, bonds, or options.