##### 



EXHIBIT 11.1 COUNSEL CORPORATION
CODE OF CONDUCT
(all amounts shown in absolute dollars) Counsel Corporation, and its subsidiaries (collectively referred to as
Counsel or the Company), are committed to conducting the Companys business
in accordance with all applicable federal, provincial, state and local laws,
honesty in our business dealings, prudent use of our assets and resources,
sound growth and achievement of business objectives and fair treatment of our
employees. We are committed to achieving and maintaining the highest level of
integrity and ethics in our dealings with our employees, customers, suppliers,
shareholders and the public. For the purposes of these business and ethical
conduct standards (Standards), the Company considers its officers, directors,
employees, agents and consultants to be Employees and each an Employee. As Employees we are responsible for fully implementing the business
practices and corporate policies of Counsel. These Standards are presented to
govern the conduct of all our Employees. The Standards are directed to all
Counsel Employees as well as our business alliance partners. CONFLICTS OF INTEREST It is very important that every Employee avoid any situation which involves a
conflict with his/her duty to the Company and the interests of the Company and
its shareholders. We expect our Employees to exercise good judgment, honesty
and high ethical standards at all times. Adherence to these Standards should
prevent the occurrence of conflicts of interest. Employees should be
particularly sensitive to possible conflicts with suppliers, brokers or any
vendors which could arise from engaging in business dealings with, or accepting
gifts or compensation from, others. If the Employee is in doubt, the Corporate
Secretary should be consulted. The Corporate Secretary and the Chairman of the
Audit Committee of the Board of Directors are identified in the Key Contact
Section, attached as Schedule A to this Code of Conduct. Should questions
arise regarding the appropriate handling of your responsibilities under this
Code of Conduct, please contact either of these persons; and, definitely,
contact the Chairman of the Audit Committee if and whenever you have concerns
about the prompt and responsive handling of any matter of concern to you. Playing favorites or having conflicts of interest, in practice or
appearance, runs counter to the fair treatment to which we are all entitled.
Each Employee should avoid any relationship, influence or activity that might
impair, or have the appearance of impairing, his/her ability to make objective
and fair decisions when performing his/her job. Conflict of interest laws and
regulations must be fully and carefully observed. When in doubt, review
Company policies and procedures, and share the facts of the situation with the
Corporate Secretary. Here are some ways a conflict of interest could arise:  
    
    Employment by a competitor or potential competitor,
regardless of the nature of the employment, while employed by
the Company.
    
    Acceptance of gifts, cash or in kind, from those seeking to do business with the Company.
    
    Placement of business with a firm owned or controlled by an Employee or his/her family.
    
    Ownership of, or substantial interest in, a company
which is a competitor of or a supplier to the Company.
    
    Acting as a consultant to a Company customer or
supplier without the Companys express prior written approval.
Approval is required for any Employees services as director,
officer, employee, or consultant to any company which is a
supplier or a customer having business dealings with Counsel. 11.1




---



##### 



In order to preserve the Companys reputation for honesty and integrity,
the management of our Company must be advised of any matters which might be
considered sensitive. Any such notification should be addressed to the
Corporate Secretary. Each Employee has a duty to ensure that proprietary
information relating to the Company or any entity or person with which the
Company does business is not disclosed to anyone without proper authorization.
Every Employee has a duty to keep proprietary documents protected and secure,
particularly when dealing with suppliers, customers and competitors. GIFTS, GRATUITIES AND ENTERTAINMENT Customer and Supplier (including Governmental) Personnel The purchase of supplies, materials and services from vendors, suppliers
and subcontractors must be accomplished in a fair and non-discriminatory
process based solely on quality, performance, price and customer criteria (in
cases where purchases are made for customers). Counsel specifically prohibits offering, attempting to give, soliciting or
receiving any form of bribe or kickback. These are criminal acts. Since the
mere receipt of a request to engage in such activity may be a reportable event
under the law, all Employees should immediately seek advice from the Corporate
Secretary if any such request is received. Similarly, any dealings with
affiliated persons of the Company or of any officer of the Company must be
reviewed by the Corporate Secretary. Furnishing meals, refreshments, modest gifts/honorariums (see below) and
entertainment in conjunction with business discussions is a commonly accepted
business practice. Counsel permits its Employees, within reason, to engage in
such practices. The furnishing of meals, refreshments or entertainment and the
making of modest gifts/honorariums, however, should not violate good common
sense and the standards of conduct of the recipients organization, and must be
consistent with past practices and standards established from time to time by
the Company. Employees who make, and supervisors who approve, expenditures for meals,
refreshments or entertainment, must use discretion and care to ensure that such
expenditures are in the proper course of business and cannot reasonably be
construed as bribes or improper inducements. Modest gifts/honorariums should only be given in order to commemorate a
specific holiday or special event. In no event should the value of such
individual items exceed $150.00 without the prior approval of the Corporate
Secretary or Chief Financial Officer. Detailed records of all such gifts and
their business purpose should be maintained for at least three years.
Employees should at all times be mindful of the need to avoid the appearance of
gift giving for the purpose of inducing favorable treatment. Employees may accept meals, refreshments or entertainment in connection
with business discussions, provided, that they are not excessive as to cost or
frequency. It is the personal responsibility of every Employee to ensure that
his/her acceptance of such meals, refreshments or entertainment is within
prevailing Company Standards and could not reasonably be construed as an
attempt by the offering party to secure favorable treatment or create an
appearance of impropriety. Employees may not accept gifts, including travel and accommodations, which
have a retail or exchange value of $150.00 or more from an individual or firm
doing or seeking to do business with the Company. Exceptions may be granted on
an individual basis; however, Employees must immediately report the gift to
their supervisor and the Corporate Secretary and request a waiver of this rule. In any circumstance where an Employee is offered meals, refreshments,
entertainment or gifts and the offering may create an appearance of
impropriety, regardless of the value thereof, the Employee should disclose the
offering to his/her supervisor and the Corporate Secretary in writing. Except for loans by recognized banks and financial institutions which are
available generally at market rates and terms, no Employee or member of his/her
family may accept any loan, guarantee of loan or payment from an 11.1




---



##### 



individual or
firm doing or seeking to do business with Counsel; nor is it permissible to
accept any service, accommodation or travel of any value whatsoever, unless the
primary purpose of such is the performance of the Companys business. Gifts or Payments to Foreign Officials Counsel will scrupulously adhere to the letter and spirit of the U.S.
Foreign Corrupt Practices Act, which prohibits, among other things, giving
money or items of value to a foreign official or instrumentality for the
purpose of influencing a foreign government. The Act further prohibits giving
money or items of value to any person or firm, such as a consultant or
marketing representative, when there is a reason to believe that it will be
passed on to a foreign government official for this purpose. All questions
concerning compliance with the Foreign Corrupt Practices Act should be referred
to the Corporate Secretary. Gifts or Payments in General  
    
    All approved expenditures for meals, refreshments and
entertainment must be fully documented and recorded on the books of
the Company in strict compliance with established policies and
procedures.
    
    Employees are required to report to their supervisors any
instance in which they are offered money, gifts which have retail or
exchange value of $150.00 or more or anything else of value by a
supplier or prospective supplier to Counsel.
    
    Laws and regulations pertaining to entertainment, gifts and
payments may be and are complicated. Questions regarding
interpretations of specific policies should be submitted to the
Corporate Secretary. NON-SOLICITATION During the term of employment with the Corporation and for a period of one
(1) year thereafter, regardless of reason for termination, Employees shall not
directly or indirectly, for personal or on behalf of any other person, entity
or third party, disturb, solicit, hire, entice or in any other manner persuade
or induce or attempt to persuade or induce any employee, customer, principal,
or supplier of the Corporation to discontinue his or its relationship with the
Corporation. POLITICAL CONTRIBUTIONS The Company may not make any remuneration of money or offer to do so
directly or indirectly to any government official or politician in Canada, the
United States or abroad for the purpose of influencing such officials or
politicians actions. Our Employees are expected not to use Company funds or
facilities or services for any political purpose in contravention of this
policy. This policy shall not apply to purely individual contributions by
Employees. However, the use of Company funds to fund an Employee contribution,
or the reimbursement of an Employee contribution is strictly prohibited. ANTITRUST The antitrust laws of Canada and the United States are calculated to
promote free and open competition. It is incumbent upon Employees to seek
guidance and instructions from supervisors, and if necessary, from the
Corporate Secretary whenever any questions relating to their compliance with
those laws and regulations arise. All Employees are expected to conduct
themselves in a manner designed to promote the Companys compliance with the
antitrust laws, and no Employee shall discuss with any competitor: prices or
terms of sale; division of territories or markets; allocation of customers; or
boycotts of customers or suppliers. 11.1




---



##### 



FINANCIAL REPORTING The Companys senior financial officers (e.g., chief financial officer,
controller, principal accounting officer and any person performing similar
functions) as well as any person whose responsibilities include financial
reporting duties (Finance Personnel) have a heightened obligation to perform
their duties in a diligent, honest and ethical manner. This duty of honesty
extends to the full, fair, accurate, timely and understandable disclosure of
information relating to the Companys financial condition and results of
operation in its periodic reports and compliance with all applicable government
rules and regulations. The primary responsibility for financial reporting,
internal control, and compliance with laws, regulations, and ethics rests with
executive management. If Finance Personnel discover, or have reason to believe, that there is an
actual or potential conflict of interest between their personal and
professional relationships, they must report this information in a prompt
fashion to the Corporate Secretary or the Companys Audit Committee. Examples
of information which should be reported include but are not limited to: (i)
internal control deficiencies such as failure to conduct quarterly reviews of
those controls, or control overrides (such as situations in which Company
officials responsible for a certain function have avoided performing such
function or their decisions are overridden); (ii) fraud by management or by
Employees with significant roles in financial reporting or internal controls
(regardless of materiality); (iii) utilization of proprietary Company
information by Company and non-Company personnel for the benefit of persons or
entities other than the Company; and (iv) provision of non-auditing services by
the Companys auditors without the prior consent of the Companys Audit
Committee. The Companys Audit Committee has important oversight responsibilities
that relate to the Companys financial reporting, internal controls, compliance
with applicable laws and regulations and Company ethics. In this capacity, the
Audit Committee has the power to authorize investigations that are within the
scope of its responsibilities, including conducting interviews or discussions
with Employees and other persons whose views may be helpful to them. In its
oversight capacity, the Audit Committee also monitors internal control
processes by reviewing reports issued by external auditors and other
information to gain reasonable assurance that the Company is in compliance with
pertinent laws and regulations, is conducting its affairs ethically, and is
maintaining effective controls against conflict of interest and fraud. If you
have any concerns regarding the Companys financial reporting, internal
controls, compliance with applicable laws and regulations and compliance of
Company Employees with this Code of Conduct, you should contact the Corporate Secretary or the
Chairman of the Audit Committee directly. INTEGRITY OF COMPANY RECORDS Financial Information and Records It is Company policy to comply with accepted accounting rules and controls at
all times. All Company records must accurately reflect the transactions they
record. In particular, this policy requires the following:  
    
    No undisclosed or unrecorded fund or asset of the Company
shall be established for any purpose;
    
    No false or misleading entries shall be made in the books
or records of the Company for any reason and no Employee shall
assist in any arrangement that results in any such entry;
    
    No payment or expenditure of the Company shall be
approved without adequate supporting documentation or made with
intention or understanding that any Party of such payment or
expenditure is to be used, directly or indirectly, for any purpose
other than that expressly described by the supporting
documentation;
    
    Any Employee having information concerning any unrecorded
fund or asset or any prohibited act shall promptly report such
matter to the Corporate Secretary;
    
    Medical claims of Employees contain confidential
information. Such claims shall be treated in a 11.1




---



##### 



manner to retain
that confidentiality and in a manner consistent with Company
policy and procedures; and
    
    The Companys internal and outside accountants must
maintain all audit and review work product for five (5) years from
the end of the applicable fiscal period. To ensure that public companies such as Counsel disclose complete and
accurate financial information in their periodic reports, U.S. federal
securities law requires the Companys CEO and CFO to certify that: (i) they
have reviewed each periodic report; (ii) based on their knowledge, there are no
materially false statements or material omissions in the subject periodic
report; (iii) the report fairly presents the issuers financial condition and
results of operations; (iv) the signing officers are responsible for
establishing and maintaining effective internal controls and have evaluated the
effectiveness of those controls within 90 days of the date of the report; (v)
they have presented their conclusions about the effectiveness of the controls
in the subject report; (vi) they have disclosed control deficiencies and any
fraud by management or Employees with a significant role in internal controls
(regardless of materiality) to the auditors and the Audit Committee; and (vii)
they have disclosed any material weaknesses in internal controls to the
Companys auditors. It is anticipated that additional requirements may be
promulgated in the near future. In addition, every Employee should be aware that:  
    
    It is a crime, punishable by imprisonment of up to ten (10)
years, to knowingly and willfully violate Sarbanes-Oxley Act of 2002
provisions regarding retention of corporate audit records;
    
    It is a crime, punishable by imprisonment of up to twenty (20)
years, to knowingly alter, destroy, conceal, etc. records or
documents with the intent to impede, obstruct, or influence a federal
government investigation or case filed in bankruptcy, or in relation
to or contemplation of any such matter or case;
    
    It is a crime, punishable by imprisonment of up to twenty (20)
years, to corruptly alter, destroy, mutilate, or conceal records or
documents with the intent to impair their integrity or availability
in an official proceeding; or to otherwise obstruct, influence, or
impede a proceeding (or attempt to do so);
    
    It is a crime, punishable by imprisonment of up to ten (10)
years, to knowingly, with the intent to retaliate, take any action
harmful to a person for providing to a law enforcement officer any
truthful information relating to the commission or possible
commission of any federal offense. You should contact the Corporate Secretary should you have any question
regarding the foregoing discussion. Personnel Records Personnel records are treated as confidential by the Company, unless
otherwise required by law or permission to disclose their contents is given by
an Employee. Notwithstanding the foregoing, the Company will confirm length of
service and position held (and pay rate, when written permission is given by
the Employee) when contacted by a prospective lender to an Employee or by a
prospective employer after an Employees separation from the Company. Information to Customers It is our Company policy to provide technical information which is as
accurate as possible in order to properly guide our own Employees and customers
in the sales and use of our products and services. No false or inaccurate data
shall knowingly be recorded or used by any Employee. Any Employee having
information concerning any such false data being recorded or used shall
promptly report such a situation to the Corporate Secretary. Computer Usage/Software Licensing 11.1




---



##### 



It is our Company policy to restrict access to computer databases and
electronic mail communications systems to authorized users for business and
business-related purposes only. It is the Company policy to maintain
compliance with software licensing requirements of our suppliers and vendors. The Companys computers shall be used only for official work of the
Corporation, and an Employees use of the Companys computers will cease when
employment with the Corporation terminates. CONFIDENTIALITY Confidential Information should be never be used or disclosed or
authorized to anyone else for use or disclosure except when expressly permitted
by the Corporation. Confidential Information means information, which is disclosed to, known
by, or generated by personnel as a consequence of or related to employment with
the Corporation, which is not generally known outside the Corporation, and
which relates to the Corporations business. Confidential Information is
intended to include, but is not limited to, trade secrets, inventions,
processes, formulas, systems, computer programs, plans, programs, studies,
techniques, business information, customer lists, sales statistics, tactics and
projections, marketing strategies and plans. All records or copies of files, memoranda, reports, notes, business plans,
compilations, computer runs, programs, customer information, customer lists and
other recorded matter relating to the business of the Corporation, its
property, operations, employees and business affairs which are used, prepared,
received or come into contact with during employment (a) will remain the sole
property of the Corporation, (b) will be returned to the Corporation upon the
termination of employment (or sooner if requested by the Corporation) and no
copies will be retained thereof, and (c) will not be copied or used except to
the extent required in the course of employment by the Corporation. SECURITIES TRADES BY COMPANY PERSONNEL Reasons for this Policy Federal and provincial securities regulators are vigorously pursuing
violations of insider trading laws. Recent legislation has increased the
penalties for insider trading and put the onus on companies for violations by
their personnel. These policies and procedures covering securities trades by
Counsel personnel will help protect the Company and its personnel from
potentially severe consequences. This Code of Conduct establishes policies for securities trading for all
personnel and also sets forth compliance guidelines for officers and directors
to whom special reporting obligations apply. It is intended to avoid even the
appearance of improper conduct on the part of anyone employed by or associated
with the Company. It is everyones responsibility to maintain the Companys
reputation for integrity and ethical conduct. The Consequences The consequences of insider trading violations can be severe. Penalties
under U.S. law (which is more stringent than Canadian law) include: For individuals who trade on insider information (or tip information to
others):  
    
    A civil penalty of up to three times the profit gained or loss avoided;
    
    A criminal fine (no matter how small the profit) of up to $1 million; and
    
    A jail term of up to ten years. For companies (and possibly any supervisory persons) that fail to take
appropriate steps to prevent illegal 11.1




---



##### 



trading:  
    
    A civil penalty of the greater of $1 million or three times the
profit gained or loss avoided as a result of the Employees
violation; and
    
    A criminal penalty of up to $2.5 million. In addition, the U.S. Securities Enforcement Remedies and Penny Stock
Reform Act of 1990 provides the Securities and Exchange Commission (the SEC)
with greater enforcement powers, including the ability to go to court and seek
significant fines for securities law violations (ranging up to $100,000 for
individuals and $500,000 for companies per violation) and to seek its own cease
and desist orders in an SEC administrative hearing. Moreover, if an employee violates the Companys insider trading policy, he
or she may be subject to Company-imposed sanctions, including dismissal for
cause. Counsel Corporation Policy It is illegal for anyone with knowledge of material information affecting
a public Corporation that has not been publicly disclosed to purchase or sell
securities of that Corporation. It is also illegal for anyone to inform any
other person of material non-public information, except in the necessary course
of business. Therefore, insiders and employees with knowledge of confidential
or material information about the Corporation or counter-parties in
negotiations of potentially material transactions are prohibited from trading
securities of the Corporation or any counter-party until the information has
been fully disclosed and a reasonable period has passed for the information to
be widely disseminated. If a director, officer or any other employee has material non-public
information relating to the Company, neither that person nor any related person
may buy or sell securities of the Company or engage in any other action to take
advantage of that information or pass it on to others.This policy also
applies to information relating to any other company, including our customers,
suppliers or vendors and those with which the Company may be negotiating major
transactions, obtained in the course of employment and to trading in the shares
of such a customer or supplier. Information that is not material to the
Company may nevertheless be material to one of these other companies. Transactions that may appear justifiable for independent reasons (such as
the need to raise money for an emergency) are no exception. Even the
appearance of an improper transaction must be avoided to preserve our
reputation for adhering to the highest standards of conduct. Material Information. Material information is any information that a
reasonable investor would consider important in a decision to buy, hold or sell
stock. In short, any information that could reasonably affect the price of
stock should be considered material. Examples. Information that will likely be regarded as material includes:
annual or quarterly financial results; projections of future earnings or
losses; a significant change in earnings or earnings projections; news of a
proposed merger, acquisition or tender offer; news of a significant purchase or
sale of assets or the purchase or disposition of a division or subsidiary;
changes in dividend policies or the declaration of a stock split or the
offering of additional securities; changes in management; significant new
products; impending bankruptcy or financial or liquidity problems; major
litigation or regulatory sanctions; and the gain or loss of a substantial
customer or supplier. Either positive or negative information may be material. Benefit of Hindsight. Remember, if your securities transactions become
the subject of scrutiny, they will be reviewed after-the-fact with the benefit
of hindsight. As a result, before engaging in any transaction you should
carefully consider how regulators and others might view your transaction in
hindsight. Transactions By Family Members. The very same restrictions apply to your
family members and others living in your household. You are responsible for
their compliance. Tipping Information to Others. Whether the information is proprietary
information about our Company or 11.1




---



##### 



information that could affect our stock price,
employees must never pass such information on to others. The above penalties
may apply regardless of whether or not you derive any benefit from anothers
actions. For example, the SEC has imposed a $470,000 penalty on a tipper even
though he did not profit from his tippees trading. Posting material, nonpublic information, or making statements or
recommendations based on this information, on any Internet Website, electronic
bulletin board, Internet message board, Internet chat room, or other similar
form of electronic communication, can also constitute tipping under the
securities laws. Because of the high potential for improper or premature
disclosure of material, nonpublic information posed by these activities and the
resulting liability under the securities laws for the Employee and the Company,
Employees may not post any information about the Company, its business plans,
its employees or directors, or its customers, suppliers or vendors, nor engage
in any discussions with other parties about the Company, its business plans,
its employees or directors, or its customers,
suppliers or vendors, on any of these forums. Furthermore, employees should
notify the Companys Corporate Secretary if they are aware of such activities
by any other employee. When Information Becomes Public. It is also improper for an Employee to
enter a trade immediately after the Company has made a public announcement of
material information, including earnings releases. Because the Companys
stockholders and the investing public should be afforded the time to receive
the information and act upon it, as a general rule you should not engage in any
transactions involving Company shares until one full business day after such
information has been released. Thus, if an announcement is made after the
market closes on a Monday, Wednesday generally would be the first day on which
you should trade. If an announcement is made before the market opens on a
Friday, Monday would be the first day. Period of No Securities Transactions. To minimize the risk of liability
on the part of the Company and its personnel for violations of the foregoing
insider trading restrictions, the Company has established a period relating to
the Companys earnings during which the Companys directors, officers, senior
executives, and certain other employees should not buy or sell Company shares
under any circumstances. The quiet period begins on the last day of the last
month of the quarter and extends until the end of the first full business day
following the public release of the Companys financial results for that
quarter. Quiet periods may be prescribed from time to time by the Disclosure Policy
Committee, which is described in the Disclosure Policy section of this
document, as a result of special circumstances relating to the Corporation when
insiders would be precluded from trading in its securities. All parties with
knowledge of such special circumstances should be covered by the quiet period.
These parties may include external advisors such as legal counsel, investment
bankers, investor relations consultants and other professional advisors, and
counter-parties in negotiations of material potential transactions. During a quiet period, the Corporation will not initiate any meetings or
telephone contacts with analysts and investors, but will respond to unsolicited
inquiries concerning factual matters. If the Corporation is invited to
participate, during a quiet period, in investment meetings or conferences
organized by others, the Committee will determine, on a case-by-case basis, if
it is advisable to accept these invitations. If accepted, extreme caution will
be exercised to avoid selective disclosure of any material, non-public
information. Method of Preserving Confidentiality. Any employee privy to confidential
information is prohibited from communicating such information to anyone else,
unless it is necessary to do so in the course of business. Efforts will be made
to limit access to confidential information to only those who need to know the
information and those persons will be advised that the information is to be
kept confidential. Outside parties privy to undisclosed material information concerning the
Corporation will be told that they must not divulge this information to anyone
else, other as required by law and that they may not trade in the Corporations
securities until the information is publicly disclosed. Such outside parties
may be asked to confirm their commitment to non-disclosure in the form of a
written confidentiality agreement. Employees of the Corporation should not discuss inside information in
public places where it can be overheard such as elevators, restaurants, taxis
and airplanes. Such information should be divulged only to persons having a
need to know it in order to carry out their job responsibilities. To avoid
even the appearance of impropriety, directors, officers and employees should
refrain from providing any advice or making recommendations regarding the
purchase or sale of the Corporations shares. Use particular caution when
receiving inquiries from securities analysts, companies in the same business as
the Corporation and members of the press. All such inquiries should be
handled by offering no 11.1




---



##### 



comment on the matter and by referring the inquirer to
the Corporations investor relations area of its website or the Corporate
Secretary. To prevent the misuse or inadvertent disclosure of material information,
the following procedures should be observed at all times:  
    
    Documents and files containing confidential
information should be kept in a safe place, with access
restricted to individuals who need to know that information
in the necessary course of business. Code names for
confidential projects should be used if necessary.
    
    Confidential matters should not be discussed in
places where the discussion may be overheard, such as
elevators, hallways, restaurants, airplanes or taxis.
    
    Confidential documents should not be read or
displayed in public places and should not be discarded where
others can retrieve them.
    
    Employees must ensure they maintain the
confidentiality of information in their possession outside of
the office as well as inside the office.
    
    Transmission of documents by electronic means, such
as by fax, e-mail or directly from one computer to another,
should be made only where it is reasonable to believe that the
transmission can be made and received under secure conditions.
    
    Unnecessary copying of confidential documents
should be avoided and documents containing confidential
information should be promptly removed from conference rooms
and work areas after meetings have concluded. Extra copies of
confidential documents should be shredded or otherwise
destroyed.
    
    Access to confidential electronic data should be
restricted through the use of passwords. Additional Prohibited Transactions. Because we believe it is improper and
inappropriate for any Company personnel to engage in short-term or speculative
transactions involving Company stock, Employees should not engage in any of the
following activities with respect to securities of the Company: 1. Trading in Securities on a Short-Term Basis. Any Company shares
purchased by any personnel in the open market must be held for a minimum of six
months and ideally longer, unless (in the case of employees who are not
officers or directors) the sale results from personal emergency and the holding
period is waived by the Companys Corporate Secretary. 2.
Short Sales. 3. Buying or Selling Puts or Calls. Company Assistance Any person who has any questions about specific transactions may obtain
additional guidance from the Companys Corporate Secretary. Remember, however,
the ultimate responsibility for adhering to this Code of Conduct and avoiding
improper transactions rests with you. Special Guidelines for Directors and Officers To provide assistance in preventing inadvertent violations and avoiding
even the appearance of an improper transaction (which could result, for
example, where an officer engages in a trade while unaware of a pending major
development), we are implementing the following procedure: All transactions in Company stock (acquisitions, dispositions, transfers,
etc.) by directors and officers must be pre-cleared by the Companys Corporate
Secretary. If you contemplate a transaction, you should contact the Corporate
Secretary in advance. 11.1




---



##### 



Consequences of Violation Any employee who violates this Policy Statement is subject to possible
suspension or discharge. Any employee who assists in, or knowingly fails to
report, a violation of this Policy Statement is also subject to suspension,
discharge or other appropriate action. Any employee who suspects a violation
of this Policy Statement should inform the Corporate Secretary or the Chairman
of the Board of the Company (anonymously if desired). DISCLOSURE POLICY The Corporation is committed to the highest standards of corporate
governance and shareholder/investor communications. The following principles,
procedures and guidelines on timely disclosure of material information and
transactions in the Corporations securities by employees are an extension and
integral part of the Corporations Code of Conduct. The objective of the Disclosure Policy is to ensure that communications
with the investing public about the Corporation are:  
    
    Timely, factual and accurate; and
    
    Broadly disseminated in accordance with all applicable legal
and regulatory requirements. The Disclosure Policy extends to all employees of the Corporation, its
board of directors, those authorized to speak on its behalf and all other
insiders. It covers disclosures in documents filed with the securities
regulators, financial and non-financial disclosure, including managements
discussion and analysis (MD&A) and written statements made in the Corporations
annual and quarterly reports, news releases, letters to shareholders,
presentations by senior management and information contained on the
Corporations Website and other electronic communications. It extends to oral
statements made in meetings and telephone conversations with analysts and
investors, interviews with the media as well as speeches, press conferences and
conference calls. Disclosure Policy Committee The Disclosure Policy Committee (the Committee) is responsible for all
regulatory disclosure requirements and for overseeing the Corporations
disclosure practices. The Committee consists of Allan Silber, Chairman and
Chief Executive Officer, Gary Clifford, Chief Financial Officer, Kelly
Murumets, President and Stephen Weintraub, Senior Vice President and Secretary. It is essential that the Committee be kept fully apprised of all pending
material developments in order to evaluate and discuss those events to
determine the appropriateness and timing for public release of information. If
it is deemed that material information should remain confidential, the
Committee will determine how that inside information will be controlled. The Committee will use experience and judgment to determine the timing for
public release of material information. The Committee is responsible for
ensuring appropriate systems, processes and controls for disclosure and will
review all news releases and core disclosure documents prior to their release
or filing, including the Corporations MD&A. The Committee will review and update, if necessary, this Disclosure Policy
annually or as needed to ensure compliance with changing regulatory
requirements. The Committee will report to the board of directors. Principles of Disclosure Material information, as defined earlier, is any information relating to
the business and affairs of the Corporation that results in, or would
reasonably be expected to result in, a significant change in the market price
or value of the Corporations securities or that would reasonably be expected
to have a significant influence on a reasonable investors investment
decisions. In complying with the requirement to immediately disclose all
material information under applicable laws and stock exchange rules, the
Corporation will adhere to the following basic disclosure principles:  
    
    Material information will be publicly disclosed immediately via
news release. 11.1




---



##### 




    
    In certain circumstances, the Committee may determine that such
disclosure would be unduly detrimental to the Corporation (for
example, if release of the information would prejudice negotiations
in a corporate transaction), in which case the information will be
kept confidential until the Committee determines it is appropriate to
publicly disclose. In these circumstances, the Committee may decide
to file a confidential material change report with the applicable
securities regulators, and will periodically (at least every 10 days)
review its decision to keep the information confidential (see
Rumours). Disclosure must include any information the omission of
which would make the rest of the disclosure misleading (half truths
are misleading).
    
    Unfavourable material information must be disclosed as promptly
and completely as favourable information.
    
    There must be no selective disclosure. Previously undisclosed
material information must not be disclosed to selected individuals
(for example, in an investor meeting or during a telephone
conversation with an analyst). If previously undisclosed material
information is inadvertently disclosed, this information must be
broadly disclosed immediately via news release.
    
    Disclosure should be consistent among all audiences, including
the investment community, the media, customers and employees.
    
    Disclosure on the Corporations Website alone does not
constitute adequate disclosure of material information.
    
    Disclosure must be corrected immediately if the Corporation
subsequently learns that earlier disclosure contained a material
error at the time it was given. Designated Spokespersons The Corporation designates a limited number of spokespersons with
authority for communication with the investment community, regulators and the
media. Allan Silber, Chairman and CEO, Gary Clifford, CFO, Stephen Weintraub,
Senior VP and Secretary, and Kelly Murumets, President shall be the official
spokespersons for the Corporation. Others may, from time to time, be designated
to speak on behalf of the Corporation as back-ups or to respond to specific
inquiries. Employees who are not authorized spokespersons must not respond under any
circumstances to inquiries from the investment community, the media or others,
unless specifically asked to do so by an authorized spokesperson. All such
inquiries are to be referred to one of the designated spokespersons. News Releases Once the Committee determines that a development is material, it will
authorize the issuance of a news release unless the Committee determines that
such developments must remain confidential for the time being. If developments
are to remain confidential, appropriate confidential filings may be made and
control of the inside information must be instituted. Should a material
statement inadvertently be made in a selective forum, the Corporation will
immediately issue a news release to fully disclose that information. News releases containing earnings guidance and financial results will be
reviewed by the audit committee and/or board prior to issuance. Financial
results will be publicly released following audit committee or board approval
of the MD&A, financial statements and notes. If the stock exchange upon which shares of the Corporation are listed is
open for trading at the time of a proposed announcement, prior notice of a news
release announcing material information must be provided to its market
surveillance division to enable a trading halt, if deemed necessary by the
stock exchange. If a news release announcing material information is issued
outside of trading hours, the exchange must be notified promptly and in any
event before the market reopens. News releases will be disseminated through an approved news wire service
that provides simultaneous national 11.1




---



##### 



distribution. Full-text news releases will
be transmitted to all stock exchange members, relevant regulatory bodies, major
business wires, and national financial media. News releases will be posted on the Corporations Website after
confirmation of dissemination over the news wire. Conference Calls Conference calls may be held for quarterly earnings and major corporate
developments, accessible simultaneously to all interested parties, some as
participants by telephone and others in a listen-only mode by telephone or via
a webcast over the Internet. The call, if held, will be preceded by a news
release containing all relevant material information. At the beginning of the
call, a Corporation spokesperson will provide appropriate cautionary language
regarding any forward-looking information and direct participants to publicly
available documents containing the assumptions, sensitivities and a full
discussion of the risks and uncertainties applicable to the news. The Corporation will provide advance notice of the conference call and
webcast by issuing a news release announcing the date, time and topic and
providing information on how interested parties may access the call and
webcast. These details will be provided on the Corporations Web site. In
addition, the Corporation may send invitations to analysts, institutional
investors, the media and others. Any non-material supplemental information
provided to participants will also be posted to the Web site for others to
view. A tape replay of the conference call will be made available for a minimum
of seven days and an archived audio webcast and/or text transcript will be made
available on the Corporations Website for a minimum of 90 days. If the Committee determines that selective disclosure of previously
undisclosed material information has occurred during a conference call, the
Corporation will immediately disclose the information broadly via news release. Rumours The Corporation does not comment, affirmatively or negatively, on rumours.
This also applies to rumours on the Internet. The Corporations spokespersons
will respond consistently to any rumours, saying, It is our policy not to
comment on market rumours or speculation. Should the stock exchange request that the Corporation make a definitive
statement in response to a market rumour that is causing significant volatility
in the stock, the Committee will consider the matter and decide whether to make
a policy exception. If the rumour is true in whole or in part, this may be
evidence of a leak, and the Corporation will immediately issue a news release
disclosing the relevant material information. Contacts with Analysts, Investors and Media Disclosure in individual or group meetings does not constitute adequate
disclosure of information that is considered material non-public information.
If the Corporation intends to announce material information at an analyst or
shareholder meeting or a press conference or conference call, the announcement
must be preceded by a news release. The Corporation recognizes that meetings with analysts and significant
investors are an important element of its investor relations program. The
Corporation will meet with analysts and investors individually or in small
groups as needed and will initiate contacts or respond to analyst and investor
calls in a timely, consistent and accurate fashion in accordance with this
Disclosure Policy. All analysts will receive fair treatment regardless of
whether they are recommending buying or selling the Corporations securities. The Corporation will provide only non-material information through
individual and group meetings, in addition to publicly disclosed information,
recognizing that an analyst or investor may construct this information into a
mosaic that could result in material information. The Corporation cannot alter
the materiality of information by breaking down the information into smaller,
non-material components. The Corporation will provide the same sort of detailed, non-material
information to individual investors or reporters that it has provided to
analysts and institutional investors and may post this information on its
Website. 11.1




---



##### 



Spokespersons will keep notes of telephone conversations with analysts and
investors and where practicable more than one Corporation representative will
be present at all individual and group meetings. A debriefing will be held
after these meetings and if it is determined that selective disclosure of
previously undisclosed material information has occurred, the Corporation will
immediately disclose the information broadly via news release. Reviewing Analysts Reports and Models Upon request, the Corporation may review analysts draft research reports
or financial models for factual accuracy based on publicly disclosed
information. The Corporation will not confirm, or attempt to influence, an
analysts opinions or conclusions. To avoid appearing to endorse an analysts report or model, the
Corporation will provide its comments orally or will attach a disclaimer to
written comments to indicate the report was reviewed only for factual accuracy. Forward Looking Information A consistent approach to disclosure is important. Should the Corporation
elect to disclose forward-looking information in continuous disclosure
documents, speeches, conference calls, etc. the following guidelines will be
observed:  
    
    All material forward-looking information will be broadly
disseminated via news release;
    
    The information will be clearly identified as forward looking;
    
    The Corporation will identify the material assumptions used in
the preparation of the forward-looking information;
    
    The information will be accompanied by a statement that
identifies, in specific terms, the risks and uncertainties that may
cause the actual results to differ materially from those projected in
the statement;
    
    The information may be accompanied by supplementary information
such as a range of reasonably possible outcomes or a sensitivity
analysis to indicate the extent to which different business
conditions may affect the actual outcome;
    
    The information will be accompanied by a statement that the
information is stated as of the current date and subject to change
after that date, and the Corporation disclaims any intention to
update or revise this statement of forward-looking information,
whether as a result of new information, future events or otherwise;
and
    
    Once disclosed, the Corporations practice for updating
forward-looking information will be to regularly assess whether
previous statements of forward-looking information should be replaced
by new financial outlooks, and ensure that past disclosure of
forward-looking information is accurately reflected in current MD&A. Disclosure Records The Committee will maintain a two-year record of all public information
about the Corporation, including continuous disclosure documents, news
releases, and analysts reports. Responsibility for Electronic Communications The Disclosure Policy also applies to electronic communications.
Accordingly, officers and personnel responsible for written and oral public
disclosures are also responsible for electronic communications. The Committee is responsible for updating the investor relations section
of the Corporations website and for monitoring all Corporation information
placed on the website to ensure that it is accurate, complete, up-to-date and
in compliance with relevant securities laws. Disclosure on the Corporations website alone does not constitute adequate
disclosure of information that is considered material non-public information.
Any disclosure of material information on the website will be preceded by the
issuance of a news release. 11.1




---



##### 



All continuous disclosure documents will be provided in the Investor
Relations section of the Corporations website. All information posted,
including text and audiovisual material, will show the date the material was
issued. Any material changes in information must be updated immediately,
following issuance of a news release. In accordance with this Disclosure Policy, employees (including designated
spokespersons) are prohibited from participating in Internet chat rooms or
newsgroup discussions on matters pertaining to the Corporations activities or
its securities. Communication, Education and Enforcement The Disclosure Policy extends to all employees of the Corporation, its
board of directors and its authorized spokespersons. New directors, officers
and employees will be provided with a copy of this Disclosure Policy and
educated about its importance. Any employee who violates the Disclosure Policy may face disciplinary
action up to and including termination of employment with the Corporation
without notice. The violation of this Disclosure Policy may also violate
certain securities laws, which could expose directors, officers or employees to
personal liability. If it appears that an employee may have violated such
securities laws, the Corporation may refer the matter to the appropriate
regulatory authorities, which could lead to fines or other penalties. EXCEPTIONS TO THE CODE OF CONDUCT The Corporate Secretary may make exceptions on a case-by-case basis of this
Code upon a determination that the conduct at issue involves a negligible
opportunity for abuse or otherwise merits an exemption from the Standards set
forth herein. All such exceptions must be received in writing by the person
requesting the exemption before becoming effective. * * * * * 11.1




---



##### 



SUPERVISORY PROCEDURES The role of the Corporate Secretary is critical to the implementation and
maintenance of this Code of Conduct. Supervisory Procedures can be divided
into two classifications: (i) prevention of violations of law; and (ii) the
preservation of systems necessary to assure the integrity of the Companys
financial reporting. Prevention of Violations of Law To prevent insider trading, the Corporate Secretary should:  
    
    provide, on a regular basis, a program to
familiarize Employees with the Companys policy and procedures,
including the furnishing of this Code of Conduct to all
Employees and to each new Employee upon commencement of
employment;
    
    answer questions regarding the Code of Conduct;
    
    resolve issues of whether information received by
an Employee of the Company is material and non-public;
    
    review, with the assistance of the Companys legal
counsel, on a regular basis and update as necessary the Code of
Conduct;
    
    when it has been determined that an Employee of the
Company has Material Non-Public Information, implement measures
to prevent dissemination of such information, and if necessary,
restrict Employees from trading the affected securities; and
    
    promptly review, and either approve or disapprove,
in writing, each request of an Employee for clearance to trade
in specified securities. Detection of Insider Trading To detect insider trading, the Corporate Secretary should:  
    
    review the trading activity reports and beneficial
ownership disclosure, as filed by each officer and director;
    
    maintain regular communication with and be
available to answer questions from Employees of the Company who
are contemplating securities transactions; and
    
    coordinate the review of such reports with other
appropriate officers or directors of the Company. Special Reports to Management Upon learning of a potential violation of the Code of Conduct, the
Corporate Secretary should promptly prepare a written report to management and
the Audit Committee providing full details and recommendations for further
action. ACKNOWLEDGMENT We will expect every Employee requested to do so to submit a letter
affirming the knowledge and understanding of this Code of Conduct and to
disclose any transactions where it might appear to an outsider that any of
these policies have not been observed. 11.1




---



##### 



CORPORATE SECRETARY Employees who discover violations of Company policies are encouraged to
report the violations immediately to the Corporate Secretary and to the
Chairman of the Audit Committee. The Corporate Secretary will be responsible
for providing information about the Companys position on ethical issues, for
responding to inquiries about Employee conduct, and for considering
disciplinary action which may be taken against any persons found in violation
of these Standards. 11.1




---



##### 



ACKNOWLEDGMENT To: Corporate Secretary I have read the Code of Conduct. I understand my responsibility to comply
with the Code of Conduct and the process and consequences for dealing with
violations thereof. If I have any questions or concerns regarding conduct that may raise
concern under this Code of Conduct, I will immediately follow one of the
procedures suggested in this policy and will notify the Corporate Secretary. SignaturePrint Your NameDateJob Title or ClassificationLocation
 11.1