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EXHIBIT 6

CODE OF CONDUCT AND

CONFLICT OF INTEREST GUIDELINES FOR DIRECTORS AND OFFICERS

|1. | Introduction to Policy
|-- | ----------------------

Each Director and Officer owes the Corporation a fiduciary
duty, including the obligation to act honestly and in good faith with a view to
the best interests of the Corporation.

This Code of Conduct and Conflict of Interest Guidelines
outlines a framework of guiding principles for Directors and Officers. The
accompanying Code of Conduct sets out additional general requirements applicable
to all employees, officers and directors of the Corporation. As with any
statement of policy, the exercise of judgment is required in determining
applicability of this Code to each individual situation.

|2. | Conflicts of Interest     
|-- | --------------------------
|   |                           
|   | (a)                       
|   |                           
|   | (b)                       
|   |                           
|   | (c)                       
|   |                           
|3. | Compliance with Law       
|   |                           
|   | (a)                       
|   |                           
|   | (b)                       
|   |                           
|   | (c)                       
|   |                           
|4. | Outside Business Interests
|   |                           
|   | (a)                       

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|   | (b)                                             | A "significant financial interest" in this context is any interest substantial enough that decisions of the Corporation could result in gain for the director.                                                                                                                                                                                                                                                                                                                                                                                                                              
|-- | ----------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|5. | Confidential Information and Securities Trading
|   |                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | (a)                                             | Each Director and Officer must comply with the Corporation's Trading Policy and Disclosure Policy.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|6. | Entertainment, Gifts and Favours               
|   |                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | (a)                                             | Directors and Officers may not offer or solicit gifts or favours in order to secure preferential treatment for themselves or the Corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | (b)                                             | Gifts and entertainment may only be accepted or offered by a Director in the normal exchanges common to established business relationships. An exchange of such gifts shall create no sense of obligation.                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | (c)                                             | Interaction with Public Officials - When dealing with public officials, Directors and Officers must avoid any activity that is or appears illegal or unethical. The giving of gifts of value to various government officials is
restricted by law.                                                                                                                                                                                                                                                                                                                                          
|   |                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                 | Directors and Officers must obtain pre-approval from the Chairman before providing anything of value to a government official or employee. The foregoing does not apply to personal lawful political contributions in Canada.                                                                                                                                                                                                                                                                                                                                                               
|   |                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                 | In addition, Canadian, U.S. and international legislative acts and conventions such as The Corruption of Foreign Public Officials Act, the Canadian Criminal Code, the U.S. Foreign Corrupt Practices Act (FCPA) and the
OECD, Convention on Combatting Bribery of Foreign Public Officials in International Business Transactions prohibits giving anything of value, directly or indirectly, to officials of foreign governments or foreign political candidates in order to
obtain or retain business. Illegal payments to government officials of any country are strictly prohibited.
|   |                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                 | It must be noted that under Canadian law any person who bribes a foreign public official is guilty of an indictable offence and liable to imprisonment for a term not exceeding five years. Canadian courts would also be able to
impose fines of an unlimited nature.                                                                                                                                                                                                                                                                                                                      
|7. | Non-Profit and Professional Association        

The Corporation supports its Directors and Officers who contribute to their communities through involvement with charitable, community service and professional organizations

|(a) | If Directors and Officers use the Corporation resources for such activities they should only do so with the prior consent of the Chief Executive Officer.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                          
|(b) | A Director should ensure that he or she is seen as speaking for the organization as an individual and not as a Corporation Director or spokesperson.     

|8. | Use of Corporation Property
|-- | ---------------------------

Directors and Officers should not make use of the Corporation's property or resources for their own personal benefit or purposes.

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|9.                                                                                                                                                                                                                                                      | Political Participation
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------
|                                                                                                                                                                                                                                                        |                        
|Directors and Officers engaging in the
      political process must take care to separate their personal activities
      from their association with the Corporation.                                                                                 
|
|                                                                                                                                                                                                                                                        |                        
|10.                                                                                                                                                                                                                                                     | Disclosure             
|                                                                                                                                                                                                                                                        |                        
|                                                                                                                                                                                                                                                        | (a)                    
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|                                                                                                                                                                                                                                                        | (b)                    
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|                                                                                                                                                                                                                                                        | (c)                    
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|                                                                                                                                                                                                                                                        |                        
|11.                                                                                                                                                                                                                                                     | Responsibility         
|                                                                                                                                                                                                                                                        |                        
|                                                                                                                                                                                                                                                        | (a)                    
|
|                                                                                                                                                                                                                                                        |                        
|                                                                                                                                                                                                                                                        | (b)                    
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|                                                                                                                                                                                                                                                        |                        
|                                                                                                                                                                                                                                                        | (c)                    
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|                                                                                                                                                                                                                                                        |                        
|                                                                                                                                                                                                                                                        | (d)                    
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|                                                                                                                                                                                                                                                        |                        
|12.                                                                                                                                                                                                                                                     | Violation of this Code 
|                                                                                                                                                                                                                                                        |                        
|                                                                                                                                                                                                                                                        | (a)                    
|
|
|                                                                                                                                                                                                                                                        |                        
|                                                                                                                                                                                                                                                        | (b)                    
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|                                                                                                                                                                                                                                                        |                        
|13.                                                                                                                                                                                                                                                     | Waivers And Amendments 
|                                                                                                                                                                                                                                                        |                        
|Any waiver of this Code of Conduct may
      be made only by the Board and will be disclosed as required by law,
      regulation or stock exchange requirement. Any amendment of this Code of
      Conduct will also be disclosed as required by law.
|
|

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|14. | Clarification
|--- | -------------

A Director or Officer should seek clarification of the Code of
Conduct policy, where necessary, from the Chief Financial Officer or the
Chairman.

I ACKNOWLEDGE that I have read and considered the Code of
Conduct and Conflict of Interest Guidelines for Directors and Officers of the
Corporation and the Code of Conduct for employees of the Corporation and agree
to conduct myself in accordance with the Code of Conduct and Conflict of
Interest Guidelines for Directors and Officers and the Code of Conduct for the
Corporation.

|           |  |     
|---------- |  | ----
|Signature  |  |     
|           |  |     
|           |  |     
|Print Name |  | Date

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