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                                                                    Exhibit 11.1

                              SAND TECHNOLOGY INC.

                          STANDARDS OF ETHICAL CONDUCT

GENERAL PRINCIPLES OF CONDUCT

The Corporation is committed to:

-    operate in a responsible manner that complies with applicable laws, rules
     and regulations;

-    operate in a responsible manner that complies with applicable laws, rules
     and regulations;

-    provide a safe and healthy workplace;

-    operate free from favoritism, fear, coercion, discrimination or harassment;
     and

-    provide full, fair, accurate, timely and understandable disclosure in
     reports and documents filed with any governing body or publicly disclosed;

and the Corporation requires its directors and officers to provide leadership
and direction with respect to these principles and standards.

The foregoing principles and the following standards apply to all directors and
officers of the Corporation.

DUTY OF LOYALTY

Directors and officers must act honestly, in good faith, and in the best
interests of the Corporation. In placing the interests of the Corporation ahead
of their own personal or business interests, directors and officers must:

-    avoid situations that place the director or officer in a conflict of
     interest (a more comprehensive description of which is set out in Schedule
     "A");

-    be honest and ethical in dealing within the Corporation and with others on
     behalf of the Corporation;

-    maintain confidentiality of information received in the capacity as a
     director or officer; and

-    avoid situations where a director or officer could profit at the expense of
     the Corporation, appropriate a business opportunity of the Corporation, or
     otherwise put the director or officer in a position of conflict between the
     director's or officer's own private interests and the best interests of the
     Corporation.

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DUTY OF CARE

Directors and officers owe a duty of care to the Corporation and must exercise
the degree of skill and diligence reasonably expected from an ordinary person of
his or her knowledge and experience.

DUTY TO DISCLOSE

A director has a duty to disclose to the Board his or her private interests in
transactions in which the Corporation is involved or proposes to be involved. An
officer must disclose such interests to the Corporate Secretary.

ALLEGATIONS OF WRONGDOING

A director has a duty to report to the Board any activity which:

-    he or she believes contravenes the law;

-    represents a real or apparent conflict of interest or a breach of these
     standards;

-    represents a misuse of the Corporation's funds or assets;

-    represents a danger to public health, safety, or the environment; or

-    might result in a failure by the Corporation to provide full, fair,
     accurate and timely disclosure of financial results and material facts.

An officer has a duty to report such activities to the Corporate Secretary.

CONFLICT REPORTING AND APPROVAL

If a director or officer finds himself or herself in a conflict or potential
conflict of interest, his or her duties are as follows:

     FOR OFFICERS:

          -    The conflict or potential conflict should be immediately reported
               to the immediate superior of the officer.

          -    If the officer and the immediate superior cannot resolve the
               conflict or potential conflict, the Corporate Secretary should be
               informed.

          -    For non-executive officers, the Corporate Secretary, together
               with the CEO, may, in appropriate circumstances as they determine
               in their best judgment, waive a conflict. Any such waivers must
               be reported to the Board of Directors at its next meeting.


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          -    For executive officers, only the Board of Directors may waive a
               conflict.

     FOR DIRECTORS:

          -    Immediately report the conflict or potential conflict to the
               Chairman of the Board and Corporate Secretary.

          -    If the director and the Chairman and the Corporate Secretary
               cannot resolve the conflict or potential conflict, you must:

                    disclose the conflict or potential conflict to all
                    directors; and

                    abstain or recuse, as the case may be, from any vote or
                    meeting in connection with the subject of the conflict.



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                                  SCHEDULE "A"

                              CONFLICT OF INTERESTS

                  CONFLICT OF INTEREST STANDARDS

                  A conflict of interest may be real or apparent.

                  A real conflict of interest occurs when a director or officer
                  exercises an official power or performs an official duty or
                  function and at the same time knows that in the exercise of
                  the official power or the performance of the duty or function
                  there is the opportunity to further his or her private
                  interest.

                  An apparent conflict of interest occurs when a reasonably
                  well-informed person could have a perception that the ability
                  by a director or officer to exercise an official power or to
                  perform an official duty or function was or will be affected
                  by the private interest of the director or officer.

                  Directors and officers must perform their responsibilities in
                  a manner that avoids any real or apparent conflict of interest
                  between private interests and the interests of the
                  Corporation.

                  Examples of conflict of interests are as follows:

                  FURTHERING OF PRIVATE INTERESTS

                  If a director or officer is directly or indirectly interested
                  in a proposed activity or transaction with the Corporation or
                  if the director or officer has discretionary, decision-making
                  power which could bring about financial benefit to the
                  director or officer due to his or her financial holdings or
                  business and property interests, there is potential for a
                  conflict of interest. In these instances at a minimum, these
                  circumstances and these holdings should be disclosed to the
                  Corporate Secretary. If it is determined there is a conflict
                  of interest, the conflict must be disclosed to the Board.

                  Directors and officers must not engage in such activities or
                  transactions where the activity or transaction may be
                  detrimental to the Corporation or where the activity is in
                  substantial conflict with the proper discharge of duties to
                  the Corporation by the director or officer.

                  CORPORATE INFORMATION AND OPPORTUNITIES


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                  Directors and officers must not engage in any transactions for
                  personal profit which result or may result from the official
                  position or authority of the director or officer or upon
                  confidential or non-public information which the director or
                  officer gains by reason of such position or authority.

                  Confidential information (that is, information that is not
                  generally available to the public) that a director or officer
                  receives through his or her office or employment must not be
                  divulged to anyone other than persons who are authorized to
                  receive the information. Directors and officers must not use
                  confidential information that is gained due to his or her
                  position or authority in order to further the private
                  interests of the director or officer. Directors and officers
                  must also not disclose such information to anyone not
                  authorized to receive such information, including spouses,
                  associates, immediate family, friends, or persons with whom
                  the officer is connected by frequent or close association.

                  CORPORATE OPPORTUNITY

                  Directors and officers cannot divert to a third party,
                  themselves, their spouses, their children or a private
                  corporation controlled by any of these individuals, a maturing
                  business opportunity that the Corporation is pursuing.

                  PREFERENTIAL TREATMENT OF OTHERS

                  Directors and officers must not assist others in their
                  dealings with the Corporation if this may result in
                  preferential treatment. A director or officer who exercises
                  regulatory, inspection, compliance or other discretionary
                  authority over others, must disqualify themselves from dealing
                  with individuals where the relationship of the director or
                  officer with the individual could bring the impartiality of
                  the director or officer into question.

                  USE OF CORPORATE PROPERTY FOR PRIVATE INTEREST

                  Directors and officers must not use corporate property to
                  pursue private interests or the interests of a spouse, family
                  members or a private corporation controlled by any of these
                  individuals. Corporate property includes real and tangible
                  items such as land, buildings, furniture, fixtures, equipment
                  supplies, and vehicles and also includes intangible items such
                  as data, computer systems, reports, information, proprietary
                  rights, patents, trademarks, copyrights, logos, name and
                  reputation. The Corporation may, through prior written
                  approval by an appropriate person within the Corporation,
                  authorize a director or officer to use corporate property
                  where doing so does not result in additional costs to the
                  Corporation, does not detract from the performance of duties
                  to the


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                  Corporation by the director or officer, and does not result
                  in a material personal gain.

                  ACCEPTING SIGNIFICANT GIFTS, BENEFITS AND ENTERTAINMENT

                  Directors and officers must not solicit or accept benefits,
                  entertainment or gifts in exchange for or as a condition of
                  the exercise of duties or as an inducement for performing an
                  act associated with the duties or responsibilities of the
                  director or officer to the Corporation except within the
                  guidelines set forth below. Directors and officers generally
                  may accept gifts, hospitality or other benefits associated
                  with official duties and responsibilities if such gifts,
                  hospitality or other benefits:

                  -        are within the bounds of propriety, a normal
                           expression of courtesy or within the normal standards
                           of hospitality;

                  -        would not bring suspicion on the objectivity and
                           impartiality of the director or officer; and

                  -        would not compromise the integrity of the
                           Corporation.


                  An improper gift or benefit should be returned to the person
                  offering it as soon as practicable. If there is no opportunity
                  to return an improper gift or benefit, or where the return may
                  be perceived as offensive for cultural or other reasons, the
                  gift must immediately be disclosed to the Corporate Secretary
                  and turned over to the Corporate Secretary who will attend to
                  a suitable disposition of the item.

                  WORKING RELATIONSHIPS

                  Directors, officers and individuals who are direct relatives
                  or who permanently reside together may not be employed or hold
                  office in situations where:

                  -        a reporting relationship exists where a director or
                           officer has influence, input or decision-making power
                           over the performance, evaluation, salary, special
                           permissions, conditions of work or similar matters of
                           the relative or cohabitant;

                  -        the working relationship affords an opportunity for
                           collusion between the individuals that could have a
                           detrimental effect on the interest of the
                           Corporation.


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                  This restriction may be waived if the Corporate Secretary is
                  satisfied that sufficient safeguards are in place to ensure
                  that the interests of the Corporation are not compromised.