EXHIBIT 11.1

               ANTHONY CLARK INTERNATIONAL INSURANCE BROKERS LTD.

                                    CODE OF ETHICS


Responsibilities of Directors, Officers, Managers, and Employees
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All managers shall be  responsible  for the  enforcement of and compliance  with
this  Code  of  Ethics  including  necessary  distribution  to  ensure  employee
knowledge and compliance. The Board of Directors or other governing body of each
affiliate  company shall formally adopt this Code of Ethics as its own,  binding
on all directors, officers, and employees of the Company.

All  employees  are  responsible  for  complying  with this Code of Ethics.  Any
employee  having  information  concerning  any  prohibited or unlawful act shall
promptly report such matter to the General Counsel,  Axium Law Group, Mr. Joseph
Giuffre,  Suite 3350, Four Bentall Centre, 1055 Dunsmuir Street, P.O. Box 49222,
Vancouver,  BC, V7X 1L2,  telephone (604) 685-6100.  While this is the preferred
reporting  procedure,  employees  should  feel  free to report to anyone in line
management,  including the Chief Executive Officer,  Primo  Podorieszach,  Chief
Operating Officer,  Mr. Tony Consalvo,  and Chief Financial Officer,  Mr. Mahesh
Bhatia. It could also be appropriate to contact the Audit Committee of the Board
of Directors through its Chairman, Mr. Tom Milley, Demiantschuk Milley Burke and
Hoffinger,  1200 - 1015 - 4th Street SW, Calgary,  Alberta,  T2R 1J4,  telephone
(403) 252-9937.

Employees  should be advised of this  reporting  obligation  and  encouraged  to
report any prohibited or unlawful activities of which they are aware. There will
be no reprisals  for  reporting  such  information  and  employees  should be so
advised.

The outside  auditors  will also be  particularly  alert and  sensitive  to such
compliance. All employees are expected to provide full assistance and disclosure
to  external  auditors in  connection  with any review of  compliance  with this
Policy.

Conflicts of Interest
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Every  employee  has a duty to avoid  business,  financial  or other  direct  or
indirect  interests or  relationships  which  conflict with the interests of the
Company or which  divide his or her loyalty to the Company.  Any activity  which
even appears to present such a conflict  must be avoided or  terminated  unless,
after disclosure to the appropriate  level or management,  it is determined that
the activity is not harmful to the company or otherwise improper.

A conflict or an  appearance  of a conflict of interest  may arise in many ways.
For example,  depending on the  circumstances,  the following may  constitute an
improper conflict of interest:


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Ownership  of or an interest  in a  competitor  or in a business  with which the
Company has or is  contemplating a relationship  (such as a supplier,  customer,
landlord, distributor,  licensee/licensor,  etc.) either directly or indirectly,
such as through family members.

Profiting,  or assisting  others to profit,  from  confidential  information  or
business opportunities that are available because of employment by the Company.

Providing  service to a competitor or a proposed or present supplier or customer
as an employee, director, officer, partner, agent or consultant.

Soliciting  or  accepting  gifts,  payments,  loans,  services  or any  form  of
compensation  from  suppliers,  customers,  competitors  or others seeking to do
business  with  the  Company.   Social  amenities  customarily  associated  with
legitimate business relationships are permissible. These include the usual forms
of  entertainment  such as lunches or  dinners  as well as  occasional  gifts of
modest value. While it is difficult to define "customary",  "modest", or "usual"
by stating a specific  dollar amount,  common sense should dictate what would be
considered  extravagant or excessive.  If a  disinterested  third party would be
likely to infer that it affected your judgment,  then it is too much. All of our
business  dealings  must be on  arm's-length  terms  and  free of any  favorable
treatment  resulting  from the  personal  interest  of our  employees.  Loans to
employees from financial  institutions,  which do business with the Company, are
permissible as long as the loans are made on prevailing terms and conditions.

Influencing  or attempting to influence  any business  transactions  between the
Company  and  another  entity  in which an  employee  has a direct  or  indirect
financial interest or acts as a director,  officer, employee,  partner, agent or
consultant.

Disclosure  is the key.  Any  employee  who has a  question  about  whether  any
situation  in which he or she is  involved  amounts to a conflict of interest or
appearance of one should disclose the pertinent details,  preferably in writing,
to his or her  supervisor.  Each  supervisor is  responsible  for discussing the
situation with the employee and arriving at a decision after  consultation  with
or notice to the appropriate higher level of management.

To summarize,  each employee is obligated to disclose his or her own conflict or
any  appearance  of a conflict  of  interest.  The end result of the  process of
disclosure,  discussion  and  consultation  may  well  be  approval  of  certain
relationships or transactions on the ground that, despite appearances,  they are
not harmful to the Company.  But all  conflicts  and  appearance  of conflict of
interest are prohibited,  even if they do not harm the Company, unless they have
gone through this process.




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Rules and Regulations
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Our  business  is  subject  to  extensive  governmental  regulation.  It is  the
responsibility of the Companies management and employees to be familiar with the
laws and  regulations  that  relate to their  business  responsibilities  and to
comply with them.

If an  employee  has any  question  whether a  transaction  or course of conduct
complies with applicable  statutes or regulations,  it is the  responsibility of
that employee to obtain legal advice from the Company's legal counsel and act in
accordance  with  that  advice.  It is  the  responsibility  of  each  Company's
management to ensure that employees are aware of their  responsibilities in this
regard.

The  Company  must abide by all  Securities  Laws of both  Canada and the United
States to disclose to the public important information regarding the Company.

An employee who knows important  information about the Company that has not been
disclosed to the public must keep such information confidential.

It is  violation  of both  Canadian  and United  States law to  purchase or sell
company stock on the basis of such important non-public  information.  Employees
may not do so and may not  provide  such  information  to others for that or any
other purpose.

Employees may not buy or sell  securities  of any other company using  important
non-public  information  obtained in the performance of their duties.  Employees
may not provide such information so obtained to others.

Other
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The Company encourages employees to be involved personally in political affairs.
However,  no employee shall  directly or indirectly  use or contribute  funds or
assets of the  Company  for or to any  political  party,  candidate  or campaign
unless  such a use or  contribution  is an accepted  practice  and lawful in the
country involved and is approved by the Company.

No Company funds or assets shall be used for any unlawful  purpose.  No employee
shall purchase privileges or special benefits through payment of bribes, illegal
political contributions, or illicit payments.

No undisclosed or unrecorded fund or asset shall be established for any purpose.

No false or  artificial  entries  shall be made in the books and  records of the
Company for any reason,  and no employee  shall engage in any  arrangement  that
results in such prohibited act, even if directed to do so by a supervisor.


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No payment  shall be approved or made with the agreement or  understanding  that
any part of such payment is to be used for any purpose other than that described
by documents supporting the payment.