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Exhibit 11.2 

CODE OF CONDUCT

1. Purpose 

1.1            This Codeof Business Conduct and Ethics (this "Code") provides a general statement ofBirch Mountain Resources Ltd.'s (the "Company") expectations regarding theethical standards that each director, officer and employee should adhere towhile acting on behalf of the Company. Each director, officer and employee isexpected to read and become familiar with this Code and may be required, fromtime to time, to affirm his or her agreement to adhere to its standards. 

1.2            Throughthis Code, the Company endorses the following principles:

> -      honest and ethical conduct, including the ethical handling of actual or    apparent conflicts of interest between personal and professional    relationships;    full, fair, accurate, timely and understandable disclosure in the Company's    shareholder reports and in other public communications and filings of the    Company; compliance with applicable governmental laws, rules and    regulations; and    accountability by all of the Company's directors, officers and employees for    adherence to this Code.
1.3            This Codeoutlines the broad principles of legal and ethical business conduct embraced bythe Company. It is a not a complete list of legal or ethical questions adirector, officer or employee might face in the course of business, andtherefore this Code must be applied using common sense and good judgment.Compliance with the spirit and intent as well as with the letter of this Code isvery important. 
**2. Responsibility**
2.1            TheCompany's Board of Directors is responsible for setting the standards ofbusiness conduct contained in this Code and updating these standards as it deemsappropriate to reflect changes in the legal and regulatory framework applicableto the Company, the business practices within the Company's industry, theCompany's own business practices, and the prevailing ethical standards of thecommunities in which the Company operates. While the Company's Chief ExecutiveOfficer and Chief Financial Officer will oversee the procedures designed toimplement this Code to ensure that they are operating effectively, it is theindividual responsibility of each director, officer and employee of the Companyto comply with this Code. Those who violate this Code will be subject todisciplinary action. 
**3. Principles of the Code of Conduct**
3.1            Theprinciples of the code are the foundation of expected conduct for directors,officers, and employees and each are also required to be knowledgeable of andadhere to the policies and procedures of the organization as such policies andprocedures may outline in more detail the required practices. 
***Compliance with Laws, Rules and Regulations***
3.2            Obeyingthe law, both in letter and in spirit, is the foundation on which the Company'sethical standards are built. All directors, officers and employees must respectand obey the laws and governmental rules and regulations of the countries,provinces, states, cities and local communities in which the Company operates.Although the Company does not expect that all directors, officers and employeeswill know and understand the details of all of these applicable laws, rules andregulations, the Company does expect that all such persons will be familiarenough with such laws, rules and regulations to determine when it is appropriateto seek advice. 

***Conflicts of Interest; Corporate Opportunities***
3.3            The Company requires that its directors, officers and employees, as well asits other agents and representatives, avoid any activity which creates or givesthe appearance of a conflict of interest between their personal interests andthe Company's interests. A conflict of interest generally exists when a personhas a direct or indirect personal interest in a transaction or situation thataffects or appears to affect his or her judgment and/or divides his or herloyalties between two or more competing interests. A conflict can arise whensomeone takes action or has an interest that makes it difficult to perform hisor her duties on behalf of the Company, objectively and effectively. Inparticular, no director, officer or employee shall: be a consultant to, or adirector, officer or employee of, or otherwise operate an outside business thatmarkets products or services in competition with the Company's current orpotential products and services or that supplies products or services to theCompany; or that purchases products or services from the Company; have anyfinancial interest, including shares ownership, in any such outside businessthat might create or give the appearance of a conflict of interest; seek oraccept any personal loan or services from any such outside business, except fromfinancial institutions or service providers offering similar loans or servicesto third parties under similar terms in the ordinary course of their respectivebusinesses; be a consultant to, or a director, officer or employee of, orotherwise operate an outside business if the demands of the outside businesswould interfere with the director's, officer's or employee's responsibilitieswith the Company; accept any personal loan or guarantee of obligations from theCompany, except to the extent such arrangements are legally permissible; conductbusiness on behalf of the Company with immediate family members, which includespouses, children, parents, siblings and persons sharing the same home whetheror not legal relatives; or taking for themselves opportunities that arediscovered through the use of the Company's property, information or position.

3.4            The appearance of a conflict of interest may exist if an immediate familymember of a director, officer or employee of the Company is a consultant to, ora director, officer or employee of, or has a significant financial interest in,a competitor, supplier or customer of the Company, or otherwise does businesswith the Company. 

3.5            Directors and officers shall notify the Chairman of the Company's AuditCommittee and employees who are not directors or officers shall notify the ChiefFinancial Officer of the existence of any actual or potential conflict ofinterest. 

3.6            The Company will consider utilizing related parties where deemedappropriate. However any related party must submit an engagement letter orstatement of work and this will be provide to the Board for review and approval.This process ensures any conflicts of interest or potential conflicts areassessed and that the Board is fully aware of the same. 
***Insider Trading***
3.7            Directors, officers and employees are expected to fully comply with Canadianand United States securities laws with respect to the disclosure of "material"corporate information and with respect to trading in the Company's securities.These laws provide for substantial civil and criminal penalties for individualswho fail to comply. Information that reasonably can be expected to have asignificant effect on the market price or value of the Company's shares or toinfluence an investor's decisions regarding securities transactions isconsidered "material." Such information may include financial and key businessdata; merger, acquisition or divestiture discussions; award or cancellation of amajor contract; forecasts of future results; significant litigation; and/or gainor loss of a significant customer or supplier. 

3.8            Insidersare prohibited from transacting in the Company's shares with knowledge ofmaterial information that has not been disclosed to the public. For purposes ofthese restrictions, an "insider" includes not only directors, officers andemployees of the Company, but also anyone else with non-public materialinformation about the Company. You may be deemed to have violated these lawseven if you innocently pass on non-public information about the Company to afriend or family member who then acts on such information and buys or sells theCompany's shares. To avoid inadvertent disclosure of non-public materialinformation, directors, officers and employees should not discuss suchinformation with or in the presence of any unauthorized persons, includingfamily members and friends. 
***Confidentiality***
3.9            Directors,officers and employees shall maintain the confidentiality of all informationentrusted to them by the Company or its suppliers, customers or other businesspartners, except when disclosure is authorized by the Company or legallyrequired. 

3.10          Confidentialinformation includes but is not limited to the following: 
-  information marked    "Confidential," "Private," "For Internal Use Only," or similar legends;technical or scientific    information relating to current and future products, services or research;business or marketing plans or    projections;earnings and other internal    financial data;personnel information;supply and customer lists;information from customers,    suppliers and other third parties entrusted to the Company; andother non-public information    that, if disclosed, might be of use to the Company's competitors, or harmful    to the Company or its suppliers, customers or other business partners.
3.11          To avoid inadvertentdisclosure of confidential information, directors, officers and employees shallnot discuss confidential information with or in the presence of any unauthorizedpersons, including family members and friends.

3.12          The obligationto preserve confidential information continues even after your employment orother relationship with the Company ends.

3.13          This Code isnot intended to modify any separate confidentiality agreement to which adirector, officer or employee may be subject. ***Protection and Proper Use of the Company's Assets***
3.14          Directors,officers and employees shall ensure the safeguarding of the Company's assetswhether owned directly by the Company or owned by others and in use by theCompany's business. Assets of the Company should be used for business of theCompany only and not for personal gain of any person. 
***Fair Dealing***
3.15          The Company iscommitted to promoting the values of honesty, integrity and fairness in the conduct of its business andsustaining a work environment that fosters mutual respect, openness andindividual integrity. Directors, officers and employees are expected to dealhonestly and fairly with the Company's customers, suppliers, competitors andother third parties, including governmental agencies. To this end, directors,officers and employees shall not:

-  make false or misleading statements to customers, suppliers  or other third parties; make false or misleading statements about competitors; solicit or accept from any person that does business with  the Company, or offer to extend to any such person cash of any amount or  gifts, gratuities, meals or entertainment that could influence or reasonably  give the appearance in influencing the Company's business relationship with  that person or which go beyond common courtesies usually associated with  accepted business practice; solicit or accept any fee, commission or other compensation  for referring customers to third-party vendors; or otherwise take unfair advantage of the Company's customers  or suppliers, or other third parties, through manipulation, concealment, abuse  of privileged information or any other unfair-dealing practice. ***Discrimination and Harassment***
3.16          The Company iscommitted to providing a collegial working environment in which all individualsare treated, and treat each other, with respect. Each individual has the rightto work in a professional atmosphere which promotes equal opportunity andprohibits discriminatory practices and harassment on prohibited grounds, whichprohibited grounds include race, ancestry, place or origin, colour, ethnicorigin, citizenship, creed (religion), gender, sexual orientation, age, maritalstatus, same-gender partnership status, and metal or physical handicap. Improperconduct such as derogatory comments based on racial or ethnic characteristics orreligious preferences and unwanted sexual advances, will not be tolerated. 
***Health and Safety***
3.17          The Companystrives to provide each of its employees with a safe and healthy workplace. Eachemployee has responsibility for maintaining a safe and healthy workplace forother employees by following health and safety rules and practices instituted bythe Company and by reporting accidents, injuries and unsafe equipment, practicesor conditions. 

3.18          Violence andthreatening behavior are not permitted. Employees should report to work incondition to perform their duties, free from the influence of illegal drugs oralcohol. The use of illegal drugs in the workplace will not be tolerated. Theuse of alcohol in the workplace, other than during social occasions endorsed bythe Company, will not be tolerated. 
***Record Keeping***
3.19          The Company requires honestand accurate recording and reporting of information in order to make responsiblebusiness decisions. 

3.20          All of theCompany's books, records, accounts and financial statements must be maintainedin reasonable detail and must conform both to applicable legal requirements andto the Company's system of internal controls. 

3.21          Businessrecords and communications often become public, and exaggeration, derogatoryremarks and other inappropriate statements about people and other companies mustbe avoided. This applies to e-mail, internal memos and formal reports. Recordsshould always be retained or destroyed in accordance with the Company's recordretention policies. 

***Accurate and Timely Periodic Reports***
3.22          The Company iscommitted to providing investors with full, fair, accurate, timely andunderstandable disclosure in the periodic reports that it is required to file.To this end, the Company shall: 
-  comply with generally accepted accounting principles at all  times; maintain a system of internal accounting controls that will  provide reasonable assurances to management that all transactions are properly  recorded; maintain books and records that accurately and fairly  reflect the Company's transactions; prohibit the establishment of any undisclosed or unrecorded  funds or assets; maintain a system of internal controls that will provide  reasonable assurances to management that material information about the  Company is made known to management, particularly during the periods in which  the Company's shareholder reports are being prepared; and present information in a clear and orderly manner in the  Company's periodic reports. *** 

Political Contributions***
3.23          No Companyassets, including employees' work time, use of the Company's facilities orequipment or direct monetary payment, may be contributed to any politicalcandidate, party, political action committee or ballot measure without thepermission of the Company's Board of Directors. This does not precludeindividuals from participating in any political activities of their choice on anindividual basis, with their own money and on their own time. 
**Reporting and Effect of Violations**
4.1            Directorsofficers and employees are encouraged to report any conduct which they believein good faith to be violation or apparent violation of this Code. If you believea violation has occurred, please contact the Company's Chief Financial Officer.If you are concerned about maintaining anonymity, you may send correspondence toSuzanne L. Loov at Borden Ladner Gervais LLP, Calgary. Your calls andcorrespondence, to the extent permitted by law, will be kept confidential. TheCompany will not allow any retaliation against a director, officer or employeewho acts in good faith in reporting any such violation. 

4.2            The Company'sAudit Committee will investigate any reported violations and will oversee anappropriate response, including corrective action and preventative measures.Directors, officers and employees who violate any laws, governmental regulationsor this Code will face appropriate, case specific disciplinary action, which mayinclude demotion or discharge. 

4.3            As part of theCompany's procedure for receiving and handling complaints or concerns about theCompany's conduct, the Audit Committee of the Company's Board of Directors hasestablished procedures for the receipt, retention and treatment of complaintsreceived by the Company regarding accounting, internal auditing controls orauditing matters. The process and procedures that have been established by ourAudit Committee for the receipt, retention and treatment of such complaints maybe obtained from the Chief Financial Officer. 
**5. Waivers**
5.1            The provisionsof this Code may be waived for directors or officers only by a resolution of theCompany's independent directors. The provisions of this Code may be waived foremployees who are not directors or officers by the Company's Chief ExecutiveOfficer. Any waiver of this Code granted to a director or officer will bepublicly disclosed as required by the securities exchange or association onwhich the Company's securities are listed for trading. Any change in or waiverof this Code for senior financial officers will be publicly disclosed asrequired by the United States Securities and Exchange Commission.