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THE CAVALIER GROUP

CODE OF BUSINESS CONDUCT AND ETHICS &COMPLIANCE PROGRAM

The following Code of Business Conduct and Ethics and
Compliance Program was adopted by the Board of Directors of The Cavalier Group
on April 30, 2005.

The upholding of a strong sense of ethics and integrity is of
the highest importance to The Cavalier Group (the Company) and critical
to its success in the business environment. The Companys Code of Business
Conduct and Ethics and Compliance Program embodies the Companys commitment to
such ethical principles and sets forth the responsibilities of the Company to
its shareholders, employees, customers, lenders and other stakeholders. The
Companys Code of Business Conduct and Ethics and Compliance Program addresses
general business ethical principles, conflicts of interests, special ethical
obligations for employees with financial reporting responsibilities, insider
trading laws, reporting of any unlawful or unethical conduct, political
contributions and other relevant issues.

GENERAL PRINCIPLES

It is the Companys firm belief that effective business
relationships can only be built on mutual trust and fair dealing. The Company
and all its directors, officers and employees, to whom the Companys Code of
Business Conduct and Ethics and Compliance Program is applicable, will conduct
themselves in accordance with the standards established herein.

The Companys Code of Business Conduct and Ethics and
Compliance Program outlines the fundamental principles of legal and ethical
business conduct as adopted by the Board of Directors of the Company. It is not
intended to be a comprehensive list addressing all legal or ethical issues which
may confront the Companys personnel. Hence, it is essential that all personnel
subject to the Companys Code of Business Conduct and Ethics and Compliance
Program employ good judgment in the application of the principles contained
herein.

CONFLICTS OF INTEREST

Directors, officers and employees of the Company are expected
to make decisions and take actions based on the best interests of the Company,
as a whole, and not based on personal relationships or benefits. Generally, a
conflict of interest is an activity that it inconsistent with or opposed to
the best interest of the Company or one which gives the appearance of
impropriety. As conflicts of interest can compromise the ethical behavior of
Company personnel, they should be avoided.

Employees should avoid any relationship which would create a
conflict of interest. Employees are expected to disclose such relationships and
conflicts to their immediate supervisors. Conflicts of interest involving those
with whom the Company does business should also be disclosed in writing to such
third parties. Any waivers of conflicts of interest must be approved by the
Board of Directors or an appropriate committee.

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Members of the Board of Directors are to disclose any conflicts
of interest and potential conflicts of interest to the entire Board of Directors
as well as the committees on which they serve. Directors are to recuse
themselves from participation in any decision of the Board or a committee
thereof in any matter in which there is a conflict of interest or potential
conflict of interest.

Set forth below is specific guidance in respect to certain
conflicts of interest situations. As it is not possible to list all conflicts of
interest situations, it is the responsibility of the individual, ultimately, to
avoid and properly address any situation involving a conflict of interest or
potential conflict of interest. Company personnel who wish to obtain
clarification of the Companys conflicts of interest principles or further
guidance with respect to the proper handling of any specific situation should
consult his or her immediate supervisor, the Companys corporate secretary or
the Companys outside legal counsel.

Interest in Other Businesses: All Companys directors,
officers and employees and their family members must avoid any direct or
indirect financial relationship with third parties with whom the Company has
relationships which would involve a conflict of interest or a potential conflict
of interest or compromise the individuals loyalty to the Company. Permission
must be obtained from the Companys president before any such individual
commences an employment, business or consulting relationship with third parties
with whom the Company has relationships.

Outside Directorships: All Companys directors, officers
and employees may serve on the boards of directors of other profit-making
organizations so long as those other companies are not in direct competition
with the Company. Direct competition does not include being in the same type of
resource industry business as the Company, and directors, officers and employees
are not obliged to refer to the Company every opportunity they may have in the
Companys area of the resource industry.

Individuals who serve as directors of other companies may
retain any compensation earned from that outside directorship without accounting
for same to the Company. Individuals may receive compensation (whether in the
form of cash, stock or options) for service on a boards of director of another
business organization if such service is at the request of the Company or in
connection with the investment of the Company in such business organization, so
long as the individual discloses the compensation to the Company. All
individuals must recuse themselves from any matters pertaining to the Company
and the business organization of which they are directors.

Proper Payments: All individuals should pay for and
receive only that which is proper. Company personnel should not make improper
payments for the purposes of influencing anothers acts or decisions and should
not receive any improper payments or gifts from others for the purposes
influencing the decisions or actions of Companys personnel. No individual
should give gifts beyond those extended in the context of normal business
circumstances. Company personnel must observe all government restrictions on
gifts and entertainment.

Supervisory Relationships: Supervisory relationships
with family members present special workplace issues. Accordingly, Company
personnel should where possible avoid a direct reporting relationship with a
family member. If such a relationship exists or occurs, the individuals involved
must report the relationship in writing to the Board of Directors.

INSIDER TRADING

It is the policy of the Company to prohibit the unauthorized
  disclosure of any nonpublic information acquired in the workplace and the misuse
  of material nonpublic information in

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securities trading. It is not possible to define all categories of material information. However, information should be regarded as material if there is a reasonable likelihood that it would be considered important to an investor in making an
investment decision regarding the purchase or sale of the Companys securities.  Nonpublic information is information that has not been previously disclosed to the general public and is otherwise not available to the general public. While it
may be difficult to determine whether particular information is material, there are various categories of information that are particularly sensitive and, as a general rule, should always be considered material.  In addition, material information
may be positive or negative. Examples of such information may include:

- Financial results
- Projections of future earnings or losses
- Major contract awards, cancellations or write-offs
- Joint ventures with third parties
- Research, exploration or development milestones
- News of a pending or proposed merger or acquisition
- News of the disposition of material assets
- Impending bankruptcy or financial liquidity problems
- Gain or loss of a substantial customer or supplier
- New product announcements or resource discoveries of a material nature
- Significant pricing changes
- Stock splits
- New equity or debt offerings
- Significant litigation exposure due to actual or threatened litigation
- Changes in senior management
- Capital investment plans
- Changes in dividend policy

Trading on Material Non-public Information:  With certain limited exceptions, no officer or director of the Company, no employee of the Company or its subsidiaries and no consultant or contractor to the Company or any of its subsidiaries and
no members of the immediate family or household of any such person, shall engage in any transaction involving a purchase or sale of the Companys securities, including any offer to purchase or offer to sell, during any period commencing with
the date that he or she possesses material nonpublic information concerning the Company, and ending at the close of business on the second trading day following the date of public disclosure of that information, or at such time as such nonpublic
information is no longer material. The term trading day shall mean a day on which national stock exchanges and the NASDAQ National Market are open for trading.

Tipping:  No insider shall disclose (tip) material nonpublic information to any other person (including family members) where such information may be used by such person to his or her profit by trading in the securities of
companies to which such information relates, nor shall such insider or related person make recommendations or express opinions on the basis of material nonpublic information as to trading in the Companys securities.

Regulation FD (Fair Disclosure) implemented by the Securities
  and Exchange Commission provides that when the Company, or person acting on
  its behalf, discloses material nonpublic information to certain enumerated persons
  (in general, securities market professionals and holders of the Companys
  securities who may well trade on the basis of the information), it must make
  public disclosure of that information. The timing of the required public disclosure
  depends on

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whether the selective disclosure was intentional or unintentional; for an intentional selective disclosure, the Company must make public disclosures simultaneously; for a non-intentional disclosure the Company must make public disclosure promptly.
Under the regulation, the required public disclosure may be made by filing or furnishing a Form 8-K, or by another method or combination of methods that is reasonably designed to effect broad, non-exclusionary distribution of the information to the
public.

It is the policy of the Company that all communications with the press be handled through the Company president or his specifically designated appointee.

Confidentiality of Nonpublic Information:Nonpublic information relating to the Company is the property of the Company and the unauthorized disclosure of such information is strictly forbidden.

Applicability of Insider Trading Regulations to Securities of Other Companies:  The insider trading guidelines described herein also apply to material nonpublic information relating to other companies, including the Companys customers,
vendors or suppliers (business partners), when that information is obtained in the course of employment with, or other services performed on behalf of the Company.  All employees should treat material nonpublic information about the
Companys business partners with the same care as is required with respect to information relating directly to the Company.

COMPLIANCE PROGRAM

In order to implement the principles of the Companys Code of Business Conduct and Ethics and to establish a Compliance Program, the Company has adopted the following policies:

Size of the Board: The Board will periodically review the appropriate size of the Board.

Independent Directors: It is the policy of the Company that at least one of the directors will be non-employees and non-officers of the Company and will otherwise meet the appropriate standards of independence. In determining independence,
the Board will consider the definition of independence under the relevant rules and regulations of the Securities and Exchange Commission and the stock exchange or market on which the Companys shares are listed for trading.

Management Directors: The Board anticipates that the Companys Chief Executive Officer will be nominated annually to serve on the Board. The Board may also nominate other members of management.

Chair; Lead Independent Director: The Board will periodically appoint a Chair.  Both independent and management directors, including the CEO, are eligible for appointment as the Chair. The Chair or one of the independent directors (if the
Chair is not an independent director) may be designated by the Board to be the lead independent director.  The lead independent director may periodically help schedule or conduct separate meetings of the independent directors.

Selection of Board Nominees: The Board will be responsible
  for the selection of candidates for the nomination of all Board members. The
  Nominating and Corporate Governance Committee, if constituted, shall recommend
  candidates for election to the Board.

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Board Membership Criteria: The Boards policy is to encourage selection of directors who will contribute to the Companys overall corporate goals of responsibility to its shareholders and other stakeholders.

Independent Directors Discussions: It is the policy of the Board that the independent directors, under the direction of the lead independent director, may meet separately without management directors at least once per year to discuss
such matters as the independent directors may consider appropriate. The Companys independent auditors, outside legal counsel, finance staff, legal staff and other employees may be invited to attend.

Access to Information: The Board encourages the presentation at meetings by managers who can provide additional insight into matters being discussed.  The Companys executive management will afford each Board member full access to the
Companys records, information, employees, outside auditors and outside counsel.

Board Committees: The Board shall have three standing committees: the Audit Committee, the Compensation Committee and the Nominating/Corporate Governance Committee. From time to time, the Board may establish additional committees.

Committee Member Selection:  The Board will designate the members and Chairs of each committee.  The membership of the Audit Committee, the Compensation Committee and the Nominating/Corporate Governance Committee shall meet all applicable
criteria of the rules and regulations of the Securities and Exchange Commission and the stock exchange or market on which the Companys shares are listed for trading.

Committee Functions: The Board of Directors shall adopt a Committee Charter for each of the Audit Committee, the Compensation Committee and the Nominating/Corporate Governance Committee which shall provide the structure and guiding principles
of such committees. The full authority and responsibilities of each committee are fixed by resolution of the full Board of Directors and the Committee Charter. The following is a brief summary of the authority of each committee:

- Audit Committee. Review the Companys financial procedures and controls; monitor financial reporting and select and meet with independent auditors.
- Compensation Committee. Review and approve compensation arrangements for the Companys executive officers and awards under employee benefit plans, including the Companys stock option plans.
- Nominating and Corporate Governance Committee. Recommend to the full Board candidates for election to the Board and changes to governance policies.

Insider Trading Compliance: The Board of Directors shall adopt an Insider Trading Compliance Program for the purposes of educating and ensuring the all subject persons are fully aware of the rules and regulations of the Securities and
Exchange Commission with respect to insider trading. The Company will, within reason, endeavor to make the Companys outside legal counsel available to Company personnel with respect to any insider trading questions or issues.

Financial Reporting; Legal Compliance and Ethics: The
  Boards governance and oversight functions do not relieve the Companys
  executive management of its primary responsibility of preparing financial statements
  which accurately and fairly present the Companys financial results and
  condition, the responsibility of each executive officer to fully comply with
  applicable

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legal and regulatory requirements or the responsibility of each
executive officer to uphold the ethical principles adopted by the Company.

Corporate Communications: Management has the primary
responsibility to communicate with investors, the press, employees and other
stakeholders on a timely basis and to establish policies for such communication.

Access to Outside Counsel: The Company will, within
reason, endeavor to provide Company personnel access to the Companys outside
legal counsel with respect to any matter which may arise relating to the
Companys Code of Business Conduct and Ethics and Compliance Program.



APPROVED AND ADOPTED this 30th day of April, 2005



/s/ Gerald W. Williams

Gerald W. Williams Secretary





CERTIFICATE OF SECRETARY

I, Gerald W. Williams, hereby certify that I am the duly
appointed Secretary of THE CAVALIER GROUP and that the foregoing Code of
Business Conduct and Ethics and Compliance Program constitutes the code of
Business Conduct and Ethics and the Compliance Program of THE CAVALIER GROUP as
duly adopted at a regular meeting of the Board of Directors of the Corporation.

DATED this 30th day of April, 2005.

/s/ Gerald W. Williams

Gerald W. Williams 
  Secretary

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