MADISON
EXPLORATIONS, INC.
 
 Code
of Ethics
 
 Overview
  Madison
has adopted a code of ethics (the “Code”) that is applicable to
every officer, director, employee and consultant of the company and its
affiliates (collectively the “Employee” or “Employees”).  The
Code reaffirms the high standards of business conduct required of all
Employees.  The Code is part of Madison’s continuing efforts to (1)
ensure that it complies with all applicable laws, (2) have an effective program
in place to prevent and detect violations of law, and (3) educate and train its
Employees to be aware and understand ethical business practices.  In
most circumstances, the Code sets standards that are higher than the law
requires.
   Madison
has also adopted eight corporate values: Focus, Respect, Excellence,
Accountability, Teamwork, Integrity, Open Communications and Positive
Attitude.  See Schedule “A” for a statement on each
value.  The values have been adopted to provide a framework for all
Employees in conducting themselves in their jobs.  These values are
not intended to substitute for the Code, but will serve as guidelines in helping
the Employees to conduct Madison’s business in accordance with the
Code.
   The Code
is not intended to cover every possible situation in which an Employee may find
himself or herself.  It is meant to give each Employee the boundaries
within which Madison expects each Employee to conduct himself or herself while
representing Madison.  An Employee may find himself or herself in a
situation where there is no clear guidance given by the Code.  If that
occurs, return to the objective stated below: common sense, good judgment, high
ethical standards and integrity, and refer to Madison‘s values.  In
addition, there are many resources upon which an Employee may rely, including
the President and other Madison officers and management.  Together all
Employees can continue to make Madison a company that sets a standard for
fashion service companies.
   Objective
   One of
Madison’s objectives is to conduct all business operations in the utmost ethical
manner utilizing common sense, good judgment, high ethical standards and
integrity.  Madison cares about its Employees, shareholders, clients,
suppliers, and the communities in which it conducts its business
operations.  In the course of meeting its business objectives, Madison
considers it essential that all Employees understand and comply with the Code
and therefore share and participate in Madison’s way of conducting
business.
   Standard
of Conduct
   Madison
insists that all aspects of its business operations are conducted with honesty,
integrity and fairness, and with respect for the interests of those affected by
its business and activities.  Madison also expects the same in its
relationships with all those with whom it does business.
   Each
Employee must maintain and foster integrity and honesty in all dealings with
clients and all business transactions.  Each Employee must commit to
act according to the highest ethical standards and is expected to apply ethical
business practices in administrative and financial aspects of the business
operations of Madison.
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  No code
of conduct can hope to lay down appropriate behavior for every situation, nor
should it seek to do so.  Each Employee is required to make a careful
and considered judgment of what is right and proper in any particular
situation.
   It is the
obligation of every Employee in conducting the business operations of Madison to
be responsible, honest, trustworthy, conscientious, and dedicated to the highest
standards of ethical business practices.  Accordingly, all Employees
are required to avoid not only impropriety, but also the appearance of
impropriety in conducting the business operations of Madison.
   Obeying
the Law
   All
Employees of Madison are required to comply with (1) the letter and the spirit
of laws and regulations of the countries in which Madison conducts business
operations, (2) the accepted business practices in commercial markets, and (3)
any contractual terms and conditions applicable to any business
transaction.
   It is
expected that each Employee will use common sense, good judgment, high ethical
standards and integrity in all the Employee’s business dealings.
   Each
Employee must commit to know and abide by all applicable laws and
regulations.  Employees are expected to be familiar with the Code as
it applies to their duties.  Each Employee is required to follow and
to comply with the Code.  A refusal by any Employee to agree to be
bound by the Code will be grounds for discipline up to and including
dismissal.
   A breach
of any law, regulation or ethical standard by any Employee will not be justified
by the pursuit of profit or the departure from acceptable practice by
competitors.
   Enforcement
of Code
   The Code
will be enforced at all levels fairly and without prejudice.  Any
breach of any standard of the Code may result in disciplinary action, up to and
including termination.
   Joseph
Gallo, Madison’s chief executive officer, has been appointed as Compliance
Officer of Madison, responsible for overseeing compliance with, and enforcement
of, the Code.  Steven Cozine, Madison’s corporate secretary, has been
appointed as Assistant Compliance Officer of Madison, responsible for overseeing
compliance with, and enforcement of, the Code.  If an Employee
encounters a situation that the Employee is not able to resolve by reference to
the Code, the Employee should ask for help from the Compliance Officer or the
Assistant Compliance Officer if they need assistance in understanding or
interpreting any part of the Code.
   Any
Employee who, in good faith, has reason to believe any operation or activity of
Madison is in violation of the law or of the Code must call the matter to the
attention of the Compliance Officer.  See Schedule “B” for a
non-exhaustive list of reportable violations.
   If the
Employee has reason to believe that it would be inappropriate to report the
operation or activity to the Compliance Officer, the Employee should report it
to the Assistant Compliance Officer.  All reports will be reviewed and
investigated and as necessary under the circumstances, and the reporting
Employee should provide sufficient information to enable a complete
investigation to be undertaken.
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 Any
Employee who makes an allegation in good faith reasonably believing that a
person has violated the law or the Code will be protected against
retaliation.
   Violations
of the law or the Code will subject Employees to disciplinary action, up to and
including termination of employment.  In addition, Employees involved
may subject themselves and Madison to severe penalties, including fines and
possible imprisonment.  Compliance with the law and high ethical
standards in the conduct of Madison’s business should be a top priority for each
Employee.
   Insider
Trading, Securities Compliance and Public Statements
   Securities
laws prohibit anyone who is in possession of material, non-public information
(“Insider Information”)
about a company from purchasing or selling stock of that company, or
communicating the information to others.  Information is considered
“material” if a
reasonable investor would consider it to be important in making a decision to
buy or sell that stock.  Some examples include financial results and
projections, new products, acquisitions, major new contracts or alliances prior
to the time that they are publicly announced.  Employees who become
aware of such Inside Information about Madison must refrain from trading in the
shares of Madison until the Inside Information is publicly
announced.
   Employees
must also refrain from disclosing the insider Information to persons who do not
have a need to know, whether they are inside Madison or outside, such as
spouses, relatives or friends.
   Madison
makes regular formal disclosures of its financial performance and results of
operations to the investment community.  Madison also regularly issues
press releases.  Other than those public statements, which go through
official channels, Employees are prohibited from communicating outside Madison
about Madison’s business, financial performance or future
prospects.  Such communications include questions from securities
analysts, reporters or other news media, but also include seemingly innocent
discussions with family, friends, neighbors or acquaintances.
   Financial
Reporting
   Madison
is required to maintain a variety of records for purposes of reporting to the
government.  Madison requires all Employees to maintain full
compliance with applicable laws and regulations requiring that its books of
account and records be accurately maintained.  Specifics of these
requirements are available from the Compliance Officer.
   Accuracy
of Records
   Madison’s
accounting records and supporting documents must accurately describe and reflect
the nature and result of Madison’s business operations.  All
activities and results of Madison’s business operations must be presented in a
fair and balanced manner.
  All
business transactions must be properly authorized as well as completely and
accurately recorded on Madison’s books.  Procedures for doing so must
comply with Madison’s financial policy and follow Madison’s policy for
authorization and documentation, as well as follow generally accepted accounting
practices.  Budget proposals and other financial evaluations and
forecasts must fairly represent all information relevant to the business
transaction.  In addition, no unrecorded cash funds or other asset
accounts will be established or maintained for any
purpose.  Misapplication or improper use of corporate or property or
false entry to records by any Employee or by others must be reported to
Madison’s Board of Directors.
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 Record
Keeping and Retention
  To help
maintain the integrity of Madison’s record-keeping and reporting systems, each
Employee must know his or her area’s records retention procedures, including how
data is stored and retrieved.  It is that person’s responsibility to
know how to document and transact any entries or records that he or she is
responsible for.  All Employees are expected to comply fully and
accurately with all audits, including responding in a timely fashion to requests
for records or other material from or on behalf of Madison’s auditors or
management.
  Communicating
Accurate and Timely Information
  In all
interactions and communications, whether with shareholders, the public, clients,
government agencies, or others inside or outside of Madison, each Employee is
expected to be truthful and forthright.  This includes making accurate
statements, not misrepresentations or statements intended to mislead or
misinform; and responding promptly, accurately, and with full disclosure to
requests from governmental agencies for information or documents.
  Confidentiality
   Employees
must respect the confidentiality of information received in the course of
business dealings and must never use such information for personal
gain.  Information given by Employees in the course of business
dealings must be true and fair and never designed to mislead.
   Confidential
information can only be revealed upon written authorization of
management.
   Employees
must not use or disclose Madison’s trade secrets, proprietary, or confidential
information, or any other confidential information gained in the performance of
Madison as a means of making private profit, gain or benefit.
  Employees
must not use Internet bulletin boards or chat rooms to discuss matters or
opinions related to Madison or any of its industries, or to respond to comments
about Madison.  In today’s electronic age, posting information on
Internet bulletin boards or even communicating in chat rooms is the same as
“speaking to the media”.
  Health
and Safety
   Madison
is committed to protecting the health and safety of its
Employees.  Madison expects employees to obey all laws and regulations
designed to protect the health and safety of all employees, and to obtain and
fully observe all permits necessary to do business.  At the very
least, all Employees should be familiar with and comply with safety regulations
applicable to their work areas.  Madison will make, to the extent
possible, reasonable accommodations for the known physical or mental limitations
of its Employees.  Employees who require an accommodation should
contact the Compliance Officer.  Madison will then engage in an
interactive process to determine what reasonable accommodations may
exist.
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 Declaration
of Interest
   Each
Employee is expected to avoid any activity, investment or association that
interferes with the independent exercise of his or her judgment in Madison’s
best interests (“Conflicts of
Interest”).  Conflicts of Interest can arise in many situations
and occur most often in cases where the Employee or the Employee’s family
obtains some personal benefit at the expense of Madison’s best
interests.
   No
Employee, or any member of Employee’s immediate family, is allowed to accept
money, gifts of other than nominal value, unusual entertainment, loans, or any
other preferential treatment from any customer or supplier of Madison where any
obligation may be incurred or implied on the giver or the receiver or where the
intent is to prejudice the recipient in favor of the
provider.  Likewise, no Employee is allowed to give money, gifts of
other than nominal value, unusual entertainment or preferential treatment to any
customer or supplier of Madison, or any employee or family members thereof,
where any obligation might be incurred or implied, or where the intent is to
prejudice the recipient in favor of Madison.  No Employee is allowed
to solicit or accept kickbacks, whether in the form of money, goods, services or
otherwise, as a means of influencing or rewarding any decision or action taken
by a foreign or domestic vendor, customer, business partner, government employee
or other person whose position may affect Madison’s business.
   No
Employee will use Madison’s property, services, equipment or business for
personal gain or benefit.
   Each
Employee is required to reveal any personal interest that may impinge or might
reasonably be deemed by others to impinge on the Employee’s business dealings
with any industry partners of Madison.
   Employees
may not: (1) act on behalf of, or own a substantial interest in, any company or
firm that does business, or competes, with Madison; (2) conduct business on
behalf of Madison with any company or firm in which the Employee or a family
member has a substantial interest or affiliation.  Exceptions require
advance written approval from Madison’s Board of Directors.
   Employees
should not create the appearance that they are personally benefiting in any
outside Madison as a result of their employment by Madison, or that Madison is
benefiting by reason of their outside interests.  Any Employee who is
not sure whether a proposed action would present a conflict of interest or
appear unethical should consult with the Compliance Officer.
   Madison
expects its Employees to avoid (1) personal activities and financial interests
that could conflict with their responsibilities and obligations and (2) giving
assistance to competitors, which could be in conflict with the interests of
Madison or its clients.  All Employees are required to seek the
consent of Madison management if they intend to become partners or shareholders
in companies outside Madison’s corporate structure.
   Fair
Competition
   Madison’s
policy is to comply fully with competition and antitrust laws throughout the
world.  Madison is committed to vigorous yet fair competition and
supports the development of appropriate competition laws.  Each
Employee must avoid any business arrangement that might prevent the effective
operation of fair competition.  It is advised that each Employee
consult with the Compliance Officer before attending a meeting with a party who
may be viewed as a competitor.
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  International
Trade
   Madison
must comply with a variety of laws around the world regarding its
activities.  In some cases, the law prohibits the disclosure of
information, whether the disclosure occurs within the U.S. or elsewhere, and
whether or not the disclosure is in writing.
   U.S. law
and the Code prohibits giving, offering, or promising anything of value to any
public official in the U.S. or any foreign country to influence any official
act, or to cause an official to commit or omit any act in violation of his or
her lawful duty.  The Foreign Corrupt Practices Act precludes payments
to non-U.S. government officials for the purpose of obtaining or retaining
business, even if the payment is customary in that country.  This law
applies anywhere in the world to U.S. citizens, nationals, residents, businesses
or employees of U.S. businesses.  Because Madison is a U.S. company,
this law applies to Madison and all of its subsidiaries.  Any
questions on this policy should be directed to the Compliance
Officer.
   Government
Relations
   Madison
is prohibited by law from making any contributions or expenditures in connection
with any U.S. national election.  This includes virtually any activity
that furnishes something of value to an election campaign for a federal
office.  Use of Madison’s name in supporting any political position or
ballot measure, or in seeking the assistance of any elected representative,
requires the specific approval of the President of Madison.  Political
contributions or expenditures are not to be made out of Madison’s funds in any
foreign country, even if permitted by local law, without the consent of the
President of Madison.
   Vendors,
Contractors, Consultants and Temporary Workers
   Vendors,
contractors, consultants or temporary workers who are acting on Madison’s
behalf, or are on Madison’s property, are expected to follow the law, the Code,
and honor Madison’s values.  Violations will subject the person or
firm to sanctions up to and including loss of the contract, the contracting or
consulting agreement, or the discharge from temporary assignment.
   Compliance
with the Code
   It is the
responsibility of Madison’s Board of Directors to ensure that the standards
embodied in the Code are communicated to, understood and observed by all
Employees.  Madison’s Board of Directors will not criticize management
for any loss of business resulting from adherence to the
Code.  Equally, Madison’s Board of Directors undertakes that no
Employee will suffer as a consequence of bringing to their attention, or that of
senior management, a breach or suspected breach of the Code.
   The
standards set out in the Code directly reflect Madison’s high ethical
standards.  Madison expects and requires each and every Employee, as a
representative of Madison, to fulfill Madison’s ethical commitment in a way that
is visible to the outside world with which Madison conducts its business
operations.
   Each
Employee is responsible for complying with the standards set out in the Code and
must ensure that their personal conduct is above reproach.
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  Each
Employee has an obligation to assure that the conduct of others around him or
her complies with the Code.
   All
Employees have a legal, moral, and ethical duty to report to Madison’s Board of
Directors and the appropriate authorities any known or suspected violations of
law, regulations or corporate policy, including the Code.
   Breaches
of law, regulations and the standards of conduct listed above may lead to
serious consequences for the Employee concerned.
   Annual
Acknowledgement
  Each
Employee will be required to sign a statement annually that he or she has
read and understands Madison’s Code of Ethics.  This statement will
also require that the Employee state that he or she is in full compliance with
the Code.  The form of statement is attached as Schedule
“C”.
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 Schedule
“A”
  VALUES
   FOCUS:We
exist only because we are in the mineral exploration business.
   RESPECT:
We value all people, treating them with dignity at all times.
   EXCELLENCE:
We strive for “Best in Class” in everything we do.
   ACCOUNTABILITY:
We do what we say we will do and expect the same from others.
   TEAMWORK:
We believe that cooperative action produces superior results.
   INTEGRITY:
We are honest with each other, our customers, our partners, our shareholders and
ourselves
   OPEN
COMMUNICATION: We share information, ask for feedback, acknowledge good
work, and encourage diverse ideas.
   POSITIVE
ATTITUDE: We work hard, are rewarded for it, and maintain a positive
attitude with a good sense of perspective, humor and enthusiasm.
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  Schedule
“B”
  Reportable
Violations - Anonymous Reporting Program
   Accounting
Error
 Accounting
Omissions
 Accounting
Misrepresentations
 Auditing
Matters
 Compliance/Regulation
Violations
 Corporate
Scandal
 Domestic
Violence
 Discrimination
 Embezzlement
 Environmental
Damage
 Ethics
Violation
 Fraud
 Harassment
 Industrial
Accidents
 Misconduct
 Mistreatment
 Poor
Customer Service
 Poor
Housekeeping
 Sabotage
 Securities
Violation
 Sexual
Harassment
 Substance
Abuse
 Theft
 Threat of
Violence
 Unfair
Labor Practice
 Unsafe
Working Conditions
 Vandalism
 Waste
 Waste of
Time and Resources
 Workplace
Violence
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 Schedule
“C”
 
 Acknowledgement
and Certification Statement
 
 
 I
acknowledge and certify that I have read and understand the information set
forth in the Code of Ethics of Madison Explorations, Inc. and will comply with
these principles in my daily work activities. I am not aware of any violation of
the standards of Madison’s Code of Ethics.
 
 
 Date:
 
 
 Name
(print):
 
 
 Position:
 
 
 Address:
 
  Signature:








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