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                                                                       EXHIBIT 5


                      [CANADIAN SUPERIOR ENERGY INC. LOGO]






                       CODE OF BUSINESS CONDUCT AND ETHICS

                        FORMALLY APPROVED MARCH 30, 2005

                          CANADIAN SUPERIOR ENERGY INC.




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                              TABLE OF CONTENTS

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CODE OF BUSINESS CONDUCT AND ETHICS .........................................  1

SUMMARY OF THE CODE .........................................................  1

EXPLANATION OF THE CODE......................................................  2

1.   BUSINESS ETHICS AND PRACTICES

     Protecting Canadian Superior Assets and Resources ......................  2
     Policy Regarding E-Mail, the Internet, Telephones and
       Other Forms of Communication .........................................  2
     Media, Public and Governmental Inquiries ...............................  3
     Conflicts of Interest ..................................................  3
     Membership on Boards of Other Organizations ............................  3
     Personal Opportunities .................................................  4
     Confidential Information ...............................................  4
     Accuracy of Books and Records ..........................................  5
     Accounting, Auditing or Disclosure Concerns ............................  5

2.   WORK ENVIRONMENT

     Discrimination and Harassment Free Environment .........................  6
     Safe Working Conditions ................................................  6

3. LEGAL AND REGULATORY COMPLIANCE

     Compliance with Laws, Rules and Regulations ............................  7
     Securities Laws and Insider Trading ....................................  7
     Fair Dealing ...........................................................  8
     Gifts to Persons .......................................................  8
     Gifts from Persons .....................................................  8

COMPLIANCE WITH THE CODE ....................................................  8
Reports And Complaints ......................................................  9
Treatment of Reports and Complaints .........................................  9
Penalties for Violating The Code ............................................  9
Disciplinary Action for Code Violations ..................................... 10
Waivers ..................................................................... 10

LEGAL NOTICE ................................................................ 10
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                      [CANADIAN SUPERIOR ENERGY INC. LOGO]


                       CODE OF BUSINESS CONDUCT AND ETHICS

TO ALL DIRECTORS, OFFICERS AND EMPLOYEES OF CANADIAN SUPERIOR ENERGY INC.

This Code of Business Conduct and Ethics (the "Code") applies to the directors,
officers and employees of Canadian Superior Energy Inc. ("Canadian Superior" or
the "Corporation").

It has always been the policy at Canadian Superior that all our activities
should be conducted with the highest standards of honesty and integrity and in
compliance with all legal and regulatory requirements. In varying degrees, as a
director, officer or employee of Canadian Superior, each of us represents the
Corporation in our dealings with others, whether they be other employees,
customers, suppliers, competitors, governments or the general public.

At Canadian Superior, we are all expected, as directors, officers and employees,
to conduct our dealings on behalf of the Corporation in accordance with this
policy. So that there can be no doubt as to what is expected of each of us in
this regard, the Board of Directors of Canadian Superior (the "Board") has
endorsed this Code, which is to be followed by each Canadian Superior director,
officer and employee.


                              SUMMARY OF THE CODE

As a director, officer or employee, when acting on behalf of Canadian Superior
you are expected to:

1.   Protect the Corporation's assets, and use them properly and with care for
     the benefit of Canadian Superior, and not for personal use.

2.   Use email, the internet, telephone and other forms of communication
     provided by Canadian Superior appropriately, which means primarily for
     business-related purposes.

3.   Not speak on behalf of Canadian Superior unless authorized to do so.

4.   Avoid situations in which your personal interests conflict or might
     conflict with the interests of Canadian Superior.

5.   Obtain permission before joining the board of directors of another company
     or related organization.

6.   Not take personal opportunities discovered by using property of Canadian
     Superior or in your role with Canadian Superior.

7.   Protect the confidentiality of Canadian Superior's "non-public
     information".

8.   Ensure that Canadian Superior's books and records are complete and
     accurate.

9.   Provide accurate and fair public disclosure.

10.  Investigate and report any accounting, auditing or disclosure concerns.

11.  Be committed to the prevention of workplace discrimination and harassment.

12.  Be committed to ensuring the health and safety of fellow employees,
     officers and directors.

13.  Know and comply with all laws, rules and regulations applicable to your
     position.

14.  Not trade in Canadian Superior securities or any other company's securities
     if you possess material "non-public information".

15.  Deal fairly with Canadian Superior's customers, suppliers and competitors.

16.  Not offer expensive gifts or other benefits to persons, including public
     officials and political parties, that might influence or be perceived as
     influencing a business decision.

17.  Not accept expensive gifts or other benefits from persons doing or seeking
     to do business with Canadian Superior.


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                             EXPLANATION OF THE CODE

The Code prescribes the minimum moral and ethical standards of conduct required
of all directors, officers and employees of Canadian Superior. Violations of the
Code can have severe consequences and will result in the appropriate discipline
being taken, up to and including discharge where warranted by the circumstances.

An explanation of each of the rules is set forth below. If you are an employee
or an officer who has questions regarding the application of any rule or about
the best course of action in a particular situation, you should seek guidance
from your supervisor.

1.   BUSINESS ETHICS AND PRACTICES

PROTECTING CANADIAN SUPERIOR ASSETS AND RESOURCES

CANADIAN SUPERIOR ASSETS ARE TO BE USED ONLY FOR THE PURPOSES OF FULFILLING YOUR
CORPORATE RESPONSIBILITIES.

The Corporation's assets are meant for business use, not for personal use. We
all have a responsibility to protect and safeguard Canadian Superior's assets
from loss, theft, misuse and waste.

The Corporation's property should never be used for personal gain, and you
should not allow Canadian Superior's property to be used for illegal activities.
If you become aware of theft, misuse or waste of our assets or funds or have any
questions about your proper use of them, you should speak with your supervisor.
However, if you feel uncomfortable approaching your supervisor with your
concern, you may contact Canadian Superior's President and CEO.

Misappropriation of Canadian Superior's assets is a breach of your duty to the
Corporation and may be an act of fraud against the Corporation. Taking the
Corporation's property from Canadian Superior facilities without permission is
regarded as theft and could result in dismissal. In addition, carelessness or
waste of Canadian Superior's assets may also be a breach of your duty to the
Corporation and could result in dismissal.

The Corporation's assets include all memos, notes, lists, records and other
documents (and copies of each of these) that you make or compile relating to
Canadian Superior's business. All of these are to be delivered to the
Corporation promptly after your employment ceases, or at any time that Canadian
Superior requests.

POLICY REGARDING E-MAIL, THE INTERNET, TELEPHONES AND OTHER FORMS OF
COMMUNICATION

USE CANADIAN SUPERIOR'S VARIOUS FORMS OF COMMUNICATION PROPERLY AND
APPROPRIATELY.

We provide our employees with access to e-mail, the internet, telephones and
other forms of communication for business purposes, and while we understand the
need for limited and occasional use of these tools for personal purposes, this
use should not be excessive or cause detriment to Canadian Superior. Internet
use must be conducted in a professional manner. For example, accessing internet
sites containing obscene or offensive material, or sending e-mails that are
derogatory or harassing to another person or group of people or chain e-mails,
is prohibited. In addition, employees must be vigilant to ensure that the
network security is maintained.


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MEDIA, PUBLIC AND GOVERNMENTAL INQUIRIES

DO NOT SPEAK ON BEHALF OF CANADIAN SUPERIOR UNLESS YOU ARE AUTHORIZED TO DO SO.

As outlined in Canadian Superior's Corporate Disclosure Policy, we have
professionals who are trained and qualified as spokespersons to release
information to the public. When members of the media, financial analysts or
government authorities contact the Corporation to request information, the
response can have far-reaching implications, including effects on Canadian
Superior's stock price and ability to compete. When we provide information on
the Corporation's operational strategies or financial results, we must ensure
both that the information is accurate and that it is an appropriate time to "go
public" with that information.

In addition, we must comply with the requirements of securities regulators and
stock exchanges about how and when we disclose information, and understand that
there are strict consequences for doing so improperly.

If you receive a request for information from outside the Corporation, you must
forward it to the Investor Relations department if you are not authorized to
speak on behalf of Canadian Superior.

CONFLICTS OF INTEREST

AVOID SITUATIONS IN WHICH YOUR PERSONAL INTERESTS CONFLICT, MIGHT CONFLICT OR
MIGHT APPEAR TO CONFLICT WITH THE INTERESTS OF CANADIAN SUPERIOR.

As an employee, officer or a director, we expect that you will act honestly and
ethically and in the best interests of Canadian Superior by avoiding conflicts
of interest in your personal and professional relationships. While we respect
your right to manage your personal affairs and investments and we do not wish to
intrude on your personal life, Canadian Superior employees should place the
Corporation's interest in any business transaction ahead of any personal
interest or gain.

As an employee, officer or director, you may have a conflict of interest if you
are involved in any activity that prevents you from performing your duties to
Canadian Superior properly, or that may create a situation that would affect
your judgment or ability to act in the best interests of Canadian Superior. For
example, no employee should have a significant interest in a business that
supplies goods or services to, or secures goods or services from, Canadian
Superior, without receiving approval of his or her supervisor. Directors should
look to the Corporate Governance Guidelines for guidance on potential conflict
of interest situations.

To avoid conflicts of interest, you should identify potential conflicts when
they arise and notify your supervisor if you are unsure whether a relationship
or transaction poses a conflict or appears to pose a conflict. Your supervisor
will be able to clear or resolve certain conflicts, or will be able to contact
someone else who can. Directors should consult with the Chairman of the Board.

MEMBERSHIP ON BOARDS OF OTHER ORGANIZATIONS

IF YOU ARE AN OFFICER OR EMPLOYEE OF CANADIAN SUPERIOR, OBTAIN PERMISSION BEFORE
YOU JOIN THE BOARD OF DIRECTORS OF ANOTHER COMPANY OR GOVERNMENT ORGANIZATION.

Serving as a director of another company, even one in which Canadian Superior
has an interest, may create a conflict of interest. Being a director or serving
on a standing committee of some organizations, including government agencies,
may also create a conflict.

Before accepting an appointment to the board or a committee of any organization
whose interests may conflict with Canadian Superior's interests, employees must
receive written approval from Canadian Superior's Chairman.


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Employees are permitted, however, to serve on boards of charities or non-profit
organizations or in private family businesses that have no relation to Canadian
Superior and its businesses. Prior approval is not required for these types of
situations. If you hold a position with a charity or non-profit organization and
if you speak publicly for the entity, you should ensure that you are seen as
speaking on behalf of the entity or as an individual, and not on behalf of
Canadian Superior.

PERSONAL OPPORTUNITIES

DO NOT TAKE PERSONAL OPPORTUNITIES THAT ARE DISCOVERED THROUGH THE USE OF
PROPERTY OR INFORMATION OF CANADIAN SUPERIOR OR IN YOUR ROLE WITH CANADIAN
SUPERIOR.

As an employee, officer or director, you are prohibited from taking for yourself
opportunities that you discover through the use of Canadian Superior property,
information or position; from using Canadian Superior property, information or
position for personal gain; and from competing with the Corporation. Employees,
officers and directors owe a duty to Canadian Superior to advance its legitimate
interests when the opportunity arises.


CONFIDENTIAL INFORMATION

PROTECT THE CONFIDENTIALITY OF "NON-PUBLIC INFORMATION" CONCERNING CANADIAN
SUPERIOR.

"Non-public information" is information that is not generally available to the
investing public through a press release, disclosure to shareholders or widely
reported media coverage. The circulation of rumors, or "talk on the street",
even if accurate, is not considered public disclosure. The most common example
of "material non-public information" is information about earnings or financial
performance that has not yet been publicly disclosed.

Except where it is authorized or legally required, all directors, officers and
employees must keep confidential, and not use for themselves or other persons
including relatives or friends, all information concerning Canadian Superior or
its business that is not generally available to the investing public.

Information is considered to be public if it has been disclosed in an annual
report, annual information form, management information circular, press release
or interim report. The obligation to keep certain information confidential
applies both during appointment or employment with Canadian Superior, and after
termination of appointment, or employment, including on retirement.

PROTECT THE CONFIDENTIALITY OF "NON-PUBLIC INFORMATION" ABOUT CUSTOMERS AND
OTHERS.

We also respect confidentiality of information regarding other companies. If you
learn of confidential information about another company in the course of your
position, you should protect it the same way that you would protect confidential
information about Canadian Superior. Data protection and privacy laws that
affect the collection, use and transfer of personal customer information are
rapidly changing areas of law, and you should consult with your supervisor if
you have any questions regarding appropriate uses of customer information.

Disclosure of confidential information can be harmful to Canadian Superior and
could be the basis for legal action against the Corporation and/or the employee,
officer or director responsible for the disclosure.

For more information you should refer to Canadian Superior's Corporate
Disclosure Policy.


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ACCURACY OF BOOKS AND RECORDS

ENSURE THAT THE BOOKS AND RECORDS OF CANADIAN SUPERIOR ARE COMPLETE AND
ACCURATE.

The books and records of Canadian Superior must reflect in reasonable detail all
its transactions in a timely and accurate manner in order to, among other
things, permit the preparation of accurate financial statements in accordance
with generally accepted accounting principles. All assets and liabilities of
Canadian Superior must be recorded as necessary to maintain accountability for
them.

All business transactions must be properly authorized. All transactions must be
supported by accurate documentation in reasonable detail and recorded properly.
The recorded value for assets must be compared to the existing assets at
reasonable intervals and appropriate action taken with respect to any
differences.

No information may be concealed from the auditors, the internal audit function,
the Audit Committee or the Board.

In addition, it is unlawful to fraudulently influence, coerce, manipulate or
mislead any independent public or certified accountant who is auditing our
financial statements.

ACCOUNTING, AUDITING OR DISCLOSURE CONCERNS

PROVIDE ACCURATE AND FAIR PUBLIC DISCLOSURE.

We are required to provide full, fair, accurate, timely and understandable
disclosure in reports and documents that we file with, or submit to, the
Securities and Exchange Commission (SEC), the Ontario Securities Commission
(OSC) and other Canadian securities regulators, the Toronto Stock Exchange (TSX)
and the American Stock Exchange (AMEX), as well as in other public
communications made by Canadian Superior. All employees who are responsible for
the preparation of Canadian Superior public disclosures, or who provide
information as part of the process, have a responsibility to ensure that
disclosures and information are made honestly, accurately and in compliance with
Canadian Superior's disclosure controls and procedures.

We all have a responsibility to submit good faith questions and concerns
regarding accounting, auditing or disclosure matters. Complaints and concerns
related to such matters include, among others, actions involving:

(a)  fraud or deliberate errors in the preparation, maintenance, evaluation,
     review or audit of any financial statement or financial record;

(b)  deficiencies in, or noncompliance with, internal accounting controls;

(c)  misrepresentation or false statements to or by a senior officer or
     accountant regarding a matter contained in the financial records, financial
     reports or audit reports; or

(d)  deviations from full and fair reporting of Canadian Superior's financial
     condition.


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2.   WORK ENVIRONMENT

DISCRIMINATION AND HARASSMENT FREE ENVIRONMENT

CANADIAN SUPERIOR HAS ZERO TOLERANCE FOR WORKPLACE DISCRIMINATION AND
HARASSMENT, AND ALL DIRECTORS, OFFICERS AND EMPLOYEES MUST BE COMMITTED TO
PREVENTING AN INHOSPITABLE WORK ENVIRONMENT.

All directors, officers and employees must ensure that Canadian Superior is a
safe and respectful environment, free of discrimination and harassment where
high value is placed on equity, fairness and dignity. Harassment on the basis of
race, gender, sexual orientation, colour, national or ethnic origin, religion,
marital status, family status, citizenship status, veteran status, age or
disability is prohibited. Harassment generally means offensive verbal or
physical conduct that singles out a person to the detriment or objection of that
person. Harassment covers a wide range of conduct, from direct requests of a
sexual nature to insults, offensive jokes or slurs, which results in an
inhospitable work environment. Harassment may occur in a variety of ways and
may, in some circumstances, be unintentional. Regardless of intent, such conduct
is not acceptable and may also constitute a violation of human rights
legislation.

No officer or employee may harass another employee, customer, vendor, supplier,
visitor or any other person on Canadian Superior's premises or while doing its
business regardless of location.

SAFE WORKING CONDITIONS

WE ARE COMMITTED TO ENSURING THE HEALTH AND SAFETY OF OUR EMPLOYEES.

We all have the right to work in an environment that is safe and healthy. In
this regard, we must:

(a)  comply strictly with the letter and spirit of applicable occupational,
     health and safety laws and the public policies they represent;

(b)  follow work instructions or procedures on health and safety laws;

(c)  not engage in illegal or dangerous behaviors; and

(d)  not possess or use weapons or firearms or any type of combustible materials
     in Canadian Superior's facilities or at Canadian Superior-sponsored
     functions unless you are authorized by Canadian Superior or the law to do
     so.

Canadian Superior has zero tolerance for acts of violence, threats of violence,
acts of intimidation and hostility towards another person or group of persons.
Promptly report to your supervisor or in accordance with the Reports and
Complaints section of this Code, any accident, injury or unsafe equipment,
practices or conditions, violent behavior or weapons possession.


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3.   LEGAL AND REGULATORY COMPLIANCE

COMPLIANCE WITH LAWS, RULES AND REGULATIONS

KNOW AND COMPLY WITH ALL LAWS, RULES AND REGULATIONS APPLICABLE TO YOUR
POSITION.

Many of Canadian Superior's activities are subject to complex and changing laws,
rules and regulations. Ignorance of the law is not, in general, a defense to an
action for contravention. We expect directors, officers and employees to make
every reasonable effort to become familiar with laws, rules and regulations
affecting their activities and to exert due diligence in complying with these
laws, rules and regulations and, to ensure that those individuals reporting to
them are also aware of these laws, rules and regulations. Our objective is to
restrict willful or negligent violations of these laws, rules and regulations.

We will make information concerning applicable laws, rules and regulations
available to directors, officers and employees. If you have any doubts as to the
applicability of any law, you should refer the matter to your supervisor who may
obtain advice from Canadian Superior's Counsel. Directors should seek guidance
in accordance with the Corporate Governance Guidelines.

Canadian Superior's policy is to meet or exceed all applicable governmental
requirements regarding its activities. As an employee, you must be aware of the
applicable governmental requirements and report any violations thereof to your
supervisors or in accordance with the Reports and Complaints section of this
Code. Similarly, no employee, officer or director may enter into any arrangement
contrary to applicable requirements or laws.

SECURITIES LAWS AND INSIDER TRADING

DO NOT TRADE IN CANADIAN SUPERIOR SECURITIES IF YOU POSSESS MATERIAL "NON-PUBLIC
INFORMATION". IF YOU HAVE MATERIAL INFORMATION ABOUT A COMPANY WITH WHICH
CANADIAN SUPERIOR DOES BUSINESS THAT IS NOT KNOWN TO THE INVESTING PUBLIC, YOU
SHOULD NOT BUY OR SELL SECURITIES OF THAT COMPANY UNTIL AFTER THE INFORMATION
HAS BECOME PUBLIC.

Information about Canadian Superior is "material":

(a)  if publicly known, results in or would reasonably be expected to result in
     a significant change in the market price or value of any Canadian Superior
     securities; or

(b)  if there is a substantial likelihood that a reasonable shareholder or
     investor would consider it important in making a decision to buy, sell or
     hold Canadian Superior securities.

If you are not sure whether information is material or "non-public", consult
with Canadian Superior's President and CEO for guidance before engaging in any
transaction in Canadian Superior securities.

You are also prohibited from disclosing material "non-public information" about
Canadian Superior to other people, such as relatives or friends, who may trade
on the basis of the information. Securities laws also prohibit trades made on
the basis of these "tips". In addition, you should avoid trading in puts and
calls relating to Canadian Superior securities.


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FAIR DEALING

DEAL FAIRLY WITH CANADIAN SUPERIOR'S CUSTOMERS, SUPPLIERS AND COMPETITION.

You must endeavor to deal fairly with securityholders, Canadian Superior's
customers, suppliers, competitors and employees, and should not take unfair
advantage of anyone through manipulation, concealment, abuse of privileged
information, misrepresentation of material facts, or any other unfair-dealing
practice.

GIFTS TO PERSONS

USE YOUR BEST JUDGMENT IN GIVING AND RECEIVING GIFTS.

Directors, officers and employees should not offer expensive gifts or other
benefits to persons, including public officials and political parties, that
might influence or be perceived as influencing a business decision.

Employees whose duties permit them to do so, such as employees in marketing, may
offer modest gifts, entertainment or other benefits to persons who have a
business relationship with the Corporation. The benefits must be given in
accordance with generally accepted ethical business practices. For example, it
is acceptable to take a customer to dinner but it is not acceptable to give a
customer cash.

Any donation or benefit to a public official or political party must be in
accordance with Canadian Superior's Code. We encourage you to become involved in
political activity acting on your own behalf, but not as a representative of
Canadian Superior.

GIFTS FROM PERSONS

DIRECTORS, OFFICERS AND EMPLOYEES MUST NOT ACCEPT EXPENSIVE GIFTS OR OTHER
BENEFITS FROM PERSONS DOING OR SEEKING TO DO BUSINESS WITH CANADIAN SUPERIOR.

As a director, officer or employee, you cannot solicit, encourage or receive
bribes or other payments, contributions, gifts or favors that could influence
your or another person's decisions. It is acceptable to accept modest gifts,
entertainment or other benefits from persons doing or seeking to do business
with Canadian Superior, provided the benefits are given in accordance with
generally accepted ethical business practices.

For example, a pair of tickets to a baseball game may be accepted from a
supplier. However, it is not appropriate to accept a trip from a supplier,
unless there is a specific business purpose and the trip has been approved by
the head of the employee's department.


                            COMPLIANCE WITH THE CODE

Each director, officer and employee of Canadian Superior will be provided with a
copy of the Code.

The Code is intended to serve as a guide for your own actions and decisions and
for those of your co-workers.


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REPORTS AND COMPLAINTS

As an employee, if you believe that a violation of the Code or any law, rule or
regulation has been or is likely to be committed by you or someone else who is a
representative of Canadian Superior, you have an obligation to promptly report
the relevant information to your supervisor, since your supervisor will
generally be in the best position to resolve the issue. However, if you feel
uncomfortable approaching your supervisor with your concern, or if you have any
specific or general questions, you may contact Canadian Superior's President and
CEO.

If you believe it is inappropriate to raise your complaint or report of a
violation with either your supervisor or the President and CEO, you can write to
the Chairperson of the Audit Committee (for issues related to accounting
controls, auditing or disclosure) or the Chairperson of the Board (for all other
types of issues such as harassment or discrimination, misuse of the internet,
conflicts of interest or inappropriate gift giving or receiving).

Directors should promptly report violations to the Chairperson of the Board, or
to the relevant committee Chairperson.

Directors, officers and employees can raise concerns either orally or in writing
although reports to the Chairpersons of the Board or of the committees can only
be made in writing.

The most important thing to remember when dealing with these types of questions
or concerns is: When in doubt, ask.

TREATMENT OF REPORTS AND COMPLAINTS

Confidentiality of reported violations will be maintained to the fullest extent
possible, consistent with the need to conduct an adequate review and subject to
law. You may make a report anonymously, in which case you should write a letter
and include as specific details as possible, including back-up documentation
where feasible, in order to permit adequate investigation of the concern or
conduct reported. Vague, non-specific or unsupported allegations are inherently
more difficult to pursue.

The party receiving the complaint must make a record of its receipt, document
how the situation was dealt with and file a report with Canadian Superior's
President and CEO. The President and CEO will retain all such reports, but will
also maintain a separate log that will track the receipt, investigation and
resolution of reported complaints specifically related to accounting controls,
auditing and disclosure matters. Based on this log, the President and CEO will
periodically compile a comprehensive summary of all of these types of complaints
and the corrective actions taken and will bring the summary to the attention of
the Chairperson of the Audit Committee for his or her review, since the
Chairperson of the Audit Committee is ultimately responsible for Canadian
Superior's compliance with the accounting, auditing and disclosure-related
aspects of the Code. The President and CEO will bring any other complaints or
reported violations that are not related to accounting controls, auditing or
disclosure but are significant to the attention of the Chairperson of the
Governance and Nominating Committee.

PENALTIES FOR VIOLATING THE CODE

Retaliation is prohibited. We want you to know that we will not discharge,
demote or suspend you if you, in good faith, bring forward concerns about actual
or potential violations of laws, rules or regulations, or the Code. However, we
reserve the right to discipline you if you make an accusation without a
reasonable, good faith belief in the truth and accuracy of the information or if
you knowingly provide or make false information or accusations. "Good faith"
does not mean that you have to be right - but it does mean that you must believe
you are providing truthful information.

If you believe that you have been unfairly or unlawfully retaliated against, you
may file a complaint with your supervisor or Canadian Superior's President and
CEO.


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DISCIPLINARY ACTION FOR CODE VIOLATIONS

We will impose discipline for each Code violation that fits the nature and
particular facts of the violation. If you fail to comply with laws or
regulations governing Canadian Superior's businesses, this Code or any other
Canadian Superior policy or requirement, you may be disciplined up to and
including immediate termination, and if warranted, legal proceedings may be
brought against you.

WAIVERS

Waivers of the Code for employees may be granted only in writing by Canadian
Superior's President and CEO. Any waiver of the Code for Canadian Superior
executive officers or directors may only be made in writing by the Board or the
Governance and Nominating Committee and will be promptly disclosed to
shareholders to the extent required by law, regulation or stock exchange
requirement.


                                  LEGAL NOTICE

This Code serves as a reference to you. Canadian Superior reserves the right to
modify, suspend or revoke this Code and any and all policies, procedures, and
programs in whole or in part, at any time. Canadian Superior also reserves the
right to interpret and amend this Code and these policies in its sole discretion
as it deems appropriate. Any amendments to the Code will be disclosed and
reported as required by law.

Neither this Code, these policies nor any statements made by any employee of
Canadian Superior, whether oral or written, confer any rights, privileges or
benefits on any employee, create an entitlement to continued employment at
Canadian Superior, establish conditions of employment, or create an express or
implied employment contract of any kind between employees and Canadian Superior.
In addition, all employees should understand that this Code does not modify
their employment relationship, whether at will or governed by a written
contract.

The version of the Code that appears online at WWW.CANSUP.COM may be more
current and up to date and supersedes any paper copies, should there be any
discrepancy between paper copies and what is posted online.


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