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CASCADE ENERGY, INC.(the Company)

CODE OF ETHICS AND BUSINESS CONDUCT FOR THE SENIOR
EXECUTIVE OFFICER ANDSENIOR FINANCIAL OFFICERS(the
Code)

This Code applies to the Chief Executive Officer, President,
Secretary, Chief Financial Officer, Principal Executive Officer, Principal
Financial Officer, Principal Accounting Officer, Controller and persons
performing similar functions within the Company (the Senior Officers). This
Code covers a wide range of business practices and procedures. It does not cover
every issue that may arise, but it sets out basic principles to guide all Senior
Officers of the Company. All Senior Officers should conduct themselves
accordingly and seek to avoid the appearance of improper behaviour in any way
relating to the Company.

Any Senior Officer who has any questions about the Code should
consult with the Chief Executive Officer, the Companys board of directors (the
Board) or the Companys audit committee (the Audit Committee).

The Company has adopted the Code for the purpose of
promoting:

- honest and ethical conduct, including the ethical handling of actual or
  apparent conflicts of interest between personal and professional
  relationships;
- full, fair, accurate, timely and understandable disclosure in all reports
  and documents that the Company files with, or submits to, the Securities and
  Exchange Commission (SEC) and in other public communications made by the
  Company that are within the Senior Officers area of responsibility;
- compliance with applicable governmental laws, rules and regulations;
- the prompt internal reporting of violations of the Code; and
- accountability for adherence to the Code.

HONEST AND ETHICAL CONDUCT

Each Senior Officer owes a duty to the Company to act with
integrity. Integrity requires, among other things, being honest and candid.
Senior Officers must adhere to a high standard of business ethics and 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 occurs when a Senior Officers personal
interest is, or appears to be, inconsistent with, interferes with or is opposed
to the best interests of the Company or gives the appearance of impropriety.

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Business decisions and actions must be made in the best
interests of the Company and should not be influenced by personal considerations
or relationships. Relationships with the Companys stakeholders - for example
suppliers, competitors and customers - should not in any way affect a Senior
Officers responsibility and accountability to the Company. Conflicts of
interest can arise when a Senior Officer or a member of his or her family
receives improper gifts, entertainment or benefits as a result of his or her
position in the Company.

Specifically, each Senior Officer must:

| | 1.  | act with integrity, including being honest and candid
        while still maintaining the confidentiality of information when required
        or consistent with the Companys policies;                                                                 
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                           
| | 2.  | avoid violations of the Code, including actual or apparent
        conflicts of interest with the Company in personal and professional relationships;                                                                                                     
| |     |                                                                                                                                                                                                                                                           
| | 3.  | disclose to the Board or the Audit Committee any material
        transaction or relationship that could reasonably be expected to give
        rise to a breach of the Code, including actual or apparent conflicts of
        interest with the Company;
| |     |                                                                                                                                                                                                                                                           
| | 4.  | obtain approval from the Board or Audit Committee before
        making any decisions or taking any action that could reasonably be expected
        to involve or result in a conflict of interest or the appearance of a
        conflict of interest;  
| |     |                                                                                                                                                                                                                                                           
| | 5.  | observe both the form and spirit of laws and governmental
        rules and regulations, accounting standards and Company policies;                                                                                                                       
| |     |                                                                                                                                                                                                                                                           
| | 6.  | maintain a high standard of accuracy and completeness
        in the Companys financial records;                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                           
| | 7.  | ensure full, fair, timely, accurate and understandable
        disclosure in the Companys periodic reports filed from time-to-time
        with the SEC;                                                                                                 
| |     |                                                                                                                                                                                                                                                           
| | 8.  | report any violations of the Code to the Board or Audit
        Committee;                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                           
| | 9.  | proactively promote ethical behaviour among peers in
        his or her work environment; and                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                           
| | 10. | maintain the skills appropriate and necessary for the
        performance of his or her duties.                                                                                                                                                           

DISCLOSURE OF COMPANY INFORMATION

As a result of the Companys status as a public company, it is
required to file periodic and other reports with the SEC. The Company takes its
public disclosure responsibility seriously and desire to ensure that these
reports furnish the marketplace with full, fair, accurate, timely and
understandable disclosure regarding the financial and business condition of the
Company. All disclosures contained in reports and documents filed with or
submitted to the SEC, or other

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government agencies on behalf of the Company or contained in
other public communications made by the Company must be complete and correct in
all material respects and understandable to the intended recipient.

The Senior Officers, in relation to their area of
responsibility, must be committed to providing timely, consistent and accurate
information in compliance with all legal and regulatory requirements. It is
imperative that this disclosure be accomplished consistently during both good
times and bad and that all parties in the marketplace have equal or similar
access to this information.

All of the Companys books, records, accounts and financial
statements must be maintained in reasonable detail, must appropriately reflect
the Companys transactions, and must conform both to applicable legal
requirements and to the Companys system of internal controls. Unrecorded or
off the book funds, assets or liabilities should not be maintained unless
permitted by applicable law or regulation. Senior Officers involved in the
preparation of the Companys financial statements must prepare those statements
in accordance with generally accepted accounting principles, consistently
applied, and any other applicable accounting standards and rules so that the
financial statements materially, fairly and completely reflect the business
transactions and financial statements and related condition of the Company.
Further, it is important that financial statements and related disclosures be
free of material errors.

Specifically, each Senior Officer must:

| | 1. | familiarize himself or herself with the disclosure requirements
        generally applicable to the Company;                                                                                                                                                  
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                               
| | 2. | not knowingly misrepresent, or cause others to misrepresent,
        facts about the Company to others, including the Companys independent
        auditors, governmental regulators, self-regulating organizations and other
        governmental officials;
| |    |                                                                                                                                                                                                                                                               
| | 3. | to the extent that he or she participates in the creation
        of the Companys books and records, promote the accuracy, fairness
        and timeliness of those records; and                                                                             
| |    |                                                                                                                                                                                                                                                               
| | 4. | in relation to his or her area of responsibility, properly
        review and critically analyse proposed disclosure for accuracy and completeness.                                                                                                           

CONFIDENTIAL INFORMATION

Senior Officers, directors and employees must maintain the
confidentiality of confidential information entrusted to them by the Company of
its customers, suppliers, joint venture partners, or others with whom the
Company is considering a business or other transaction except when disclosure is
authorized by an executive officer or required or mandated by laws or
regulations. Confidential information includes all non-public information that
might be useful or helpful to competitors or harmful to the Company or its
customers or suppliers, if disclosed. It also includes information that
suppliers, customers and other parties have entrusted to the Company. The
obligation to preserve confidential information continues even after employment
ends.

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Records containing personal data about employees or private
information about customers and their employees are confidential. They are to be
carefully safeguarded, kept current, relevant and accurate. They should be
disclosed only to authorized personnel or as required by law.

All inquiries regarding the Company from non-employees, such as
financial analysts and journalists, should be directed to the Board or the Audit
Committee. The Company's policy is to cooperate with every reasonable request of
government investigators for information. At the same time, the Company is
entitled to all of the safeguards provided by law for the benefit of persons
under investigation or accused of wrongdoing, including legal representation. If
a representative of any government or government agency seeks an interview or
requests access to data or documents for the purposes of an investigation, the
Senior Officer should refer the representative to the Board or the Audit
Committee. Senior Officers also should preserve all materials, including
documents and e-mails that might relate to any pending or reasonably possible
investigation.

COMPLIANCE WITH LAWS

The Senior Officers must respect and obey all applicable
foreign, federal, state and local laws, rules and regulations applicable to the
business and operations of the Company.

Senior Officers who have access to, or knowledge of, material
nonpublic information from or about the Company are prohibited from buying,
selling or otherwise trading in the Company's stock or other securities.
"Material nonpublic" information includes any information, positive or negative,
that has not yet been made available or disclosed to the public and that might
be of significance to an investor, as part of the total mix of information, in
deciding whether to buy or sell stock or other securities.

Senior Officers also are prohibited from giving "tips" on
material nonpublic information, that is directly or indirectly disclosing such
information to any other person, including family members, other relatives and
friends, so that they may trade in the Company's stock or other securities.

Furthermore, if, during the course of a Senior Officers
service with the Company, he or she acquires material nonpublic information
about another company, such as one of our customers or suppliers, or you learn
that the Company is planning a major transaction with another company (such as
an acquisition), the Senior Officer is restricted from trading in the securities
of the other company.

REPORTING ACTUAL AND POTENTIAL VIOLATIONS OF THE CODE AND
ACCOUNTABILITY FOR COMPLIANCE WITH THE CODE

The Company, through the Board or the Audit Committee, is
responsible for applying this Code to specific situations in which questions may
arise and has the authority to interpret this Code in any particular situation.
This Code is not intended to provide a comprehensive guideline for Senior
Officers in relation to their business activities with the Company. Any Senior
Officer may seek clarification on the application of this Code from the Board or
the Audit Committee.

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Each Senior Officer must:

| | 1. | notify the Company of any existing or potential violation
        of this Code, and failure to do so is itself a breach of the Code; and                                                                                                                                                          
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| |    |                                                                                                                                                                                                                                                                                                   
| | 2. | not retaliate, directly or indirectly, or encourage
        others to do so, against any employee or Senior Officer for reports, made
        in good faith, of any misconduct or violations of the Code solely because
        that employee or Senior Officer raised a legitimate ethical issue.

The Board or the Audit Committee will take all action it
considers appropriate to investigate any breach of the Code reported to it. All
Senior Officers, directors and employees are required to cooperate fully with
any such investigations and to provide truthful and accurate information. If the
Board or the Audit Committee determines that a breach has occurred, it will take
or authorize disciplinary or preventative action as it deems appropriate, after
consultation with the Companys counsel if warranted, up to and including
termination of employment. Where appropriate, the Company will not limit itself
to disciplinary action but may pursue legal action against the offending Senior
Officer involved. In some cases, the Company may have a legal or ethical
obligation to call violations to the attention of appropriate enforcement
authorities.

Compliance with the Code may be monitored by audits performed
by the Board, Audit Committee, the Companys counsel and/or by the Companys
outside auditors. All Senior Officers, directors and employees are required to
cooperate fully with any such audits and to provide truthful and accurate
information.

Any waiver of this Code for any Senior Officer or director may
be given only by the Board or the Audit Committee and will be promptly disclosed
to stockholders and others, as required by applicable law. The Company must
disclose changes to and waivers of the requirements imposed by the Code in
accordance with applicable law.

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