EX-14 4 ex14.txt SILVER BUTTE MINING COMPANY FORM 10QSB

EXHIBIT 14

SILVER BUTTE MINING COMPANY
CODE OF ETHICS

INTRODUCTION

"Quality and Integrity" has been part of Silver Butte
Mining Company (hereinafter called the Company) since
inception. Truthfulness, honesty, fairness, to each
other, our Company, and to our investors, customers
and suppliers are the ethical standards by which we
live and work. Each person who is an officer or
director of the Company is a Company "associate" and
has a responsibility to deal ethically in all aspects
of the Company's business and to comply fully with
all laws, regulations, and Company policies. Anyone
who is employed by the Company is expected to assume
the responsibility for applying these standards of
ethical conduct. When in doubt any future employees
will have the responsibility to seek clarification
from the appropriate Company representative. (See
Disclosure, Guidance and Approvals, below).

Each director, officer and employee of the Company is
required to comply with this Code of Ethics.

CONFLICTS OF INTEREST

A CONFLICT OF INTEREST EXISTS WHEN AN INDIVIDUAL'S
PRIVATE INTEREST CONFLICTS WITH THE INTERESTS OF THE
COMPANY. WHEN AN INDIVIDUAL'S LOYALTY TO THE COMPANY
AND CONDUCT OF RESPONSIBILITIES AND DUTIES TOWARDS
THE COMPANY IS PREJUDICED BY ACTUAL OR POTENTIAL
BENEFIT FROM ANOTHER SOURCE A CONFLICT OF INTEREST
EXISTS.

We are confident of the individual loyalty and
honesty of our associates. Good relations with
customers and suppliers and the integrity of our
associates are critical sources of goodwill and
absolutely necessary to our success. Associates
should never be in a position where their personal
interests or third parties inappropriately influence
their judgment on Company matters.

No associate should be subject, or even reasonably
appear to be subject, to influences, interests or
relationships that conflict with the best interests
of the Company. This means avoiding any activity that
might compromise or seem to compromise the integrity
of the Company or the associate. All associates shall
avoid conflicts of interests in connection with the
conduct of the Company's business except as expressly
permitted by this Code.

Common Sources of Conflicts.

Although it is impossible to prepare a list of all
potential conflict of interest situations, conflicts
of interest generally arise in four situations:
*	INTEREST OF ASSOCIATE - When an associate, a
member of the associate's family or a trust in
which the associate is involved, has a
significant direct or indirect financial
interest in, or obligation to, an actual or
potential competitor, supplier, lender, service
provider or customer of the Company;

*	INTEREST OF RELATIVE - When an associate
conducts business on behalf of the Company with
a supplier or customer of which a relative by
blood or marriage is a principal, partner,
shareholder, officer, employee or
representative;

*	GIFTS - When an associate, a member of the
employee's household, a trust in which the
employee is involved, or any other person or
entity designated by the employee, accepts
gifts, credits, payments, services or anything
else of more than token or nominal value from
an actual or potential competitor, supplier or
customer; and

*	MISUSE OF INFORMATION - When employee misuses
information obtained in the course of
employment.

Specific Examples

While it is not possible to describe every situation,
it is useful to consider a few examples in which
clear conflicts of interest are present so that
ground rules can be established:

*	POSITION OF INFLUENCE - If an associate or a
member of that associate's family has a
significant financial or other beneficial
interest in an actual or potential supplier or
customer, the associate may not, without full
disclosure and specific written clearance by
appropriate Company representatives, influence
decisions with respect to business with such
supplier or customer. Such positions include
situations where associates draw specifications
for suppliers' raw materials, products or
services; recommend, evaluate, test or approve
such raw materials, products or services; or
participate in the selection of, or negotiating
arrangements with, suppliers.

*	OTHER POSITIONS - It is expressly acceptable
for individuals of this Company to serve as
officers and directors of other companies at
their discretion.

Advance Disclosure

Because conflicts of interest have the potential of
serious abuse, all conflict of interest circumstances
affecting any associate should be disclosed to the
appropriate Company representative. While
transactions affected by a conflict of interest must
generally be avoided, there may be times when such
transactions are nevertheless fair and appropriate
and in the Company's best interest. An associate who
believes a potential transaction that may be affected
by a conflict of interest should nevertheless be
pursued, must disclose all material terms of the
proposed matter to the appropriate Company
representative in advance. No such transaction may be
pursued, however, unless it is approved in advance by
the appropriate, duly authorized and disinterested
officers of the Company, the board of directors or an
appropriate committee thereof.

LAWFUL CONDUCT

All associates shall carry on the business of the
Company in compliance with all applicable laws.
Without limiting this obligation, the following
conduct is prohibited:

*	Employee theft, fraud, embezzlement,
misappropriation, or any form of wrongful
conversion of property belonging to the
Corporation or another employee.

*	Any act of fraud, deception or intentional
misrepresentation against or involving the
Corporation, a customer, a supplier or any
other party.

*	Any act of bribery, including a promise, offer
or gift of money or anything of value made or
offered by an employee to:

1.	A government official or someone acting
for the government; or

2.	A person employed by, or acting on behalf
of, a customer, supplier or other
organization with which the Corporation
does business or has prospective
business, (except in the case of certain
permitted gifts described below).

*	The destruction or alteration of Corporation
records in order to falsify, conceal or
misrepresent information for any purpose
including any motivation to:

1.	Avoid  criticism for errors of judgment
or to conceal failure to follow a
supervisor's instructions;

2.	Show a performance record better than, or
different from, performance actually
achieved; or

3.	Misrepresent the employee's performance,
activities, or other transactions, or
those of another employee.

*	Political contributions of money, services, or
other property of the Corporation that are in
violation of the law when the contributions are
made.

*	Violations of securities laws rules or
regulations, including concealment of
information required to be disclosed in filings
the Corporation makes with the Securities and
Exchange Commission.

GIFTS

Associates and their families generally shall not
solicit or accept gifts, fees, bequests, services or
entertainment from customers, suppliers or
prospective customers. A gift is regarded as any type
of gratuity, favor, loan, legacy, fee, compensation,
or anything of monetary value. All such gifts are
prohibited except:

*	Business entertainment and other courtesies
such as meals, sporting events, and the like,
that involves no more than ordinary amenities,
and can be properly reciprocated by the
employee and charged as a business expense.
Lavish or extravagant entertainment, such as
weekend trips, etc., should not be accepted
unless full reimbursement is made by the
recipient to the donor.

*	Gifts received because of kinship, marriage, or
social relationships and not because of any
business relationship.

*	Unsolicited advertising or promotional
materials that are made widely available.

*	Customer or supplier paid travel or lodging
where the trip has a legitimate business
purpose. Any such trips must be approved in
advance in writing by an appropriate Company
representative.

*	Fees or other compensation received from an
organization in which membership or an official
position is held, subject to prior written
approval by an appropriate Company
representative.

Associates who believe that acceptance of a permitted
gift might make them feel obligated and therefore
improperly influenced in the performance of their
duties should not accept it, or turn it over to the
Company. Associates who are unsure whether a gift is
a violation of the law and the Code, should seek
guidance from an appropriate Company representative.

Likewise, no associate of the Company or members of
his or her family may extend a gift to any existing
or prospective customer or supplier that will not
meet these same criteria.

MISUSE OF INFORMATION

No information obtained as a result of employment or
association with the Company may be used for personal
profit or as the basis for a "tip" to others unless
the Company has made such information generally
available to the public. This is true whether or not
direct injury to the Company appears to be involved.
The requirement is not limited to transactions
relating to the Company stock but also applies to
securities of any other company and includes any
situation in which information may be used as the
basis for unfair bargaining with an outsider. The
public disclosure of confidential data and trade
secrets relating to our business can have a material
adverse effect on the Company and is prohibited.

CORPORATE OPPORTUNITIES. A CORPORATE OPPORTUNITY IS
AN OPPORTUNITY USEFUL TO THE COMPANY THAT IS
DISCOVERED THROUGH THE USE OF COMPANY PROPERTY,
OPPORTUNITY OR POSITION AS A THE COMPANY ASSOCIATE.

Associates are prohibited from taking corporate
opportunities for themselves. When an associate uses
corporate property, corporate information or
corporate position for personal gain, he or she is
taking a corporate opportunity. You must use
corporate opportunities only for advancing the
legitimate business interests of the Company.

COMPLETE TRUTHFUL AND FULL DISCLOSURES IN PUBLIC
FILINGS

The Company's filings made under the Securities
Exchange Act of 1934, such as quarterly and annual
reports and proxy statements, are to contain all
required disclosures. All such filings shall provide
required information in a full, fair, accurate,
timely, and understandable manner. The Company has
procedures in place to achieve these goals with
respect to securities reports and shareholder
communications. Any employee who has concerns about
the accuracy or adequacy of disclosures being made in
these documents should feel free to contact the Chief
Financial Officer. No employee shall engage in any
conduct with the intent of impairing the Company's
compliance with this provision.

ACCOUNTING MATTERS

The Company's financial statements and books and
records on which they are based must accurately
reflect all corporate transactions. All receipts and
disbursements of corporate funds shall be promptly
and properly recorded on the Company's books, and the
Company's records must disclose the nature and
purpose of the transactions. The Company's investors,
creditors and other decision makers rely on its
records and have a right to information which is
timely and accurate.

*	All employees shall cooperate fully with the
independent auditors of the Company and under
no circumstances withhold any information from
them.

*	A director, officer or employee may not
maintain the Company's accounting or other
records, or cause them to be maintained, in
such a way that they do not reflect the true
nature of transactions, account balances or
other matters with clarity and completeness.

*	A director, officer or employee may not
establish for any purpose an unauthorized,
undisclosed, or unrecorded fund or asset
account involving Company assets.

*	A director, officer or employee may not allow
transactions with a supplier, agent, or
customer to be structured or recorded in a way
not consistent with normal business practice or
generally accepted accounting principles.

*	No false, incomplete, misleading or artificial
entries or records shall be made on the books
or records of the Company or its subsidiaries
for any reason. The shifting of charges or
costs to inappropriate accounts is prohibited.

*	No payment on behalf of the Company shall be
made or approved with the understanding that it
will or might be used for something other than
the stated purposes.

*	No undisclosed or unrecorded corporate funds
shall be established for any purpose, nor shall
the Company funds be placed in any personal or
noncorporate account.

*	"Slush funds" or similar off-book accounts,
where there is no accounting for receipts or
expenditures on corporate books, are
prohibited.

A system of internal accounting controls shall be
maintained which is sufficient to provide reasonable
assurances that transactions:

*	are executed in accordance with management's
authorization,

*	are recorded in a manner that permits
preparation of the Company's financial
statements in conformity with generally
accepted accounting principles and applicable
regulations, and

*	are recorded so as to maintain accountability
for the Company's assets.

No officer or employee acting on behalf of the
Company shall engage in any activity which
circumvents or seeks to circumvent the Company's
systems of internal controls.

DISCLOSURE, GUIDANCE AND APPROVALS

This Code permits or requires associates in various
situations to disclose certain facts to, and seek
guidance or obtain approval from "appropriate Company
representatives".

For each associate, the "appropriate Company
representative" is as follows:

*	In the case of any non-officer employee, such
employee's supervisor. If such employee has
concerns regarding the supervisor's objectivity
or independence with respect to the matter, the
appropriate Company representative is the Chief
Financial Officer.

*	In the case of any officer or management
employee (other than the CEO, President, CFO or
Controller) the appropriate Company
representative is the Chief Financial Officer.
If such employee has concerns regarding the
Chief Financial Officer's objectivity or
independence with respect to the matter, the
appropriate Company representative is the Chief
Executive Officer or the President.

*	In the case of the Chief Executive Officer, the
President, the Chief Financial Officer or the
Controller, and any director, the appropriate
Company representative is the Chairman of the
Audit Committee of the Board of Directors or,
if the Chairman so determines, the full Audit
Committee.




DISCLOSURE, GUIDANCE AND APPROVALS (CONTINUED)

These are the persons associates should contact to
seek guidance, to clarify issues and to obtain
confirmation that a particular course of conduct or
transaction is permissible or impermissible under
this Code. The Audit Committee has adopted separate
procedures for employees to report concerns they may
have regarding financial reporting abuses, illegality
or violations of this Code on a confidential basis.
The Company Corporation Employee Reporting Procedure
for Accounting and Auditing Concerns are circulated
periodically and a copy may be obtained by any
employee from the Chief Financial Officer.


CERTIFICATIONS

Employees may be required periodically to certify
their understanding of and intent to comply or past
compliance with this Code.

Any employee who violates this Code of Ethics is
subject to possible suspension or other disciplinary
action, including discharge. Any employee who assists
in, or knowingly fails to report, a violation of this
Code is also subject to suspension, discharge or
other appropriate action. Any employee who suspects a
violation of these policies (including any material
transaction or relationship that gives rise to a
conflict of interest which to the knowledge of such
employee has not been disclosed to the appropriate
persons) should inform the appropriate Company
representatives by using the Company Corporation
Employee Reporting Procedure for Accounting and
Auditing Concerns.

ADOPTED AND ACCEPTED BY THE BELOW SIGNED DIRECTORS OF
SILVER BUTTE MINING COMPANY.


Signed this 4th day of February 2004.



/s/ Terry McConnaughey
Terry McConnaughey

/s/Joseph Zinger
Joseph Zinger


/s/ Robert Evans
Robert Evans


/s/Wayne Hohman
Wayne Hohman

/s/ Delaine H. Gruber
Delaine H. Gruber













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