# Golden Eagle
International, Inc.

# Code of Ethics and
Conduct

# Code of Ethics and
Conduct

Contents

Overview of the Code
philosophy
Conflicts of Interest
      Involving financial interests
     Time conflicts
     Involving relatives
     Outside board membership
     Outside business or professional activities
     Involving other employees
     Prohibited activities
     Disclosing and/or addressing conflicts
Entertainment,gifts, and other payments
     Receiving gifts
     Giving gifts
     Gifts to government employees
     Vendor payments
Confidentiality and intellectual property matters
Matters involving corporate assets
     Political contributions
     Standards of cost effectiveness
     Keeping accurate books and records
     Whistleblower policy
Contracting
     Matters involving anti-trust law
     Gathering information
     Matters involving international business
     Contracting
     Hiring government employees
Miscellaneous guidelines
     Company guidelines for securities transactions
     Matters involving securities laws
     Matters involving anti-discrimination laws, harassment
     Matters involving the environment, health and safety
     Matters involving substance abuse
     Matters involving government investigations or proceedings
     Policies regarding corporate communications
Administration of the Code
     Receiving and reading the Code
     Seeking prior approval
     Monitoring compliance
     Disciplinary action for violations of the Code
Definitions

# Overview of Code
Philosophy

Golden Eagle International, Inc. (the
Company) is committed to maintaining the highest legal and ethical standards
among its employees, as well as any contractor or consultant covered
by the Code (collectively employees). This means conducting business in
such a way that upholds both the letter and the spirit of the law, including all rules and
regulations that apply to Golden Eagle. Golden Eagle has established corporate policies
and procedures in addition to those embodied specifically in the Code. Adherence to those
policies and procedures is also a requirement of the Code.

It is the duty of every employee to
comply with the Code. The Code requires annual certifications of Code compliance for
current employees and a certification of compliance when new employees accept employment
with Golden Eagle. The Code requires employees to report immediately any violations of the
Code that may apply to them, and any violations that may apply to other employees. Such
reports should be made to the officer to whom the employee directly or indirectly reports
(i.e. the officer in charge). Officers must immediately report such violations to the
Chief Financial Officer.

All such reports will be handled with
the greatest confidentiality that is possible and/or practical given legal, ethical or
practical considerations. All employees must be treated with respect with regard to
reported Code violations. No employee may retaliate against another due to his reporting a
Code violation.

Each supervisor must demonstrate his
personal commitment to the Code and ensure that those under his supervision know the
requirements of the Code. It is essential to maintain a workplace environment that
encourages open communication about and commitment to the Code.

# Conflicts of interest

Every Golden Eagle employee must
disclose and, potentially, eliminate any situation that could cause a conflict between his
interests and those of the Company. This section contains general guidance to help
employees know what situations may represent conflicts of interest. Any questions about
potential conflicts and what is or is not a conflict should be directed to the officer in
charge, who will forward them to the Chief Financial Officer for review and response.

In general, an employee must avoid
situations that could impair his objectivity in determining or carrying out the
Companys policies; lessen his ability to promote and carry out the best interests of
the Company; or give the appearance of preferential treatment to outside organizations or
individuals doing business with the Company.

In this document, defined terms are
in italics when first used and are defined in the Definitions section.

# Conflicts involving
financial interests

An employee must not participate in
or promote Company transactions, policies or decisions that he is in a position to control
or influence if he, his close relatives or business associates has a
financial interestor personal interest in the matter. Employees must avoid even
the appearance of such a conflict. Employees may not own a financial interest in or
otherwise benefit from a company if the employee is in a position to make a recommendation
or decision with respect to Golden Eagles relationship with that company.

An employee must immediately report
any financial or personal interest that he, his close relatives or business associates
have in any Company matter. A determination regarding the violation will be made by the
Chief Financial Officer and the Audit Committee. Any such decision by the Company
regarding the violation must be complied with.

Ownership in widely held,
diversified mutual funds is not considered a conflict that needs to be reported.

Employees must immediately disclose
any material financial interest that he or any of his close relatives holds in
entities that you know are doing business with the Company or are seeking to do business
with the Company. The employee must abide by any final determination made by the Company.
This requirement to disclose does not apply to interests in widely held, diversified
mutual funds.

# Time Conflicts

Every employee is required to be at
work doing his job from 8:30 a.m. to 5:00 p.m. Monday through Friday, not including
Company holidays. (The time commitments required of contractors and/or consultants
are by contract and, therefore, may be different.) Lunch break is one hour and this must
be coordinated with the officer in charge. The responsibilities of exempt employees may
require them to put in more than the standard workweek described above.

During the work day all employees are
expected to be performing only Golden Eagle business and duties. Using the workday for any
other activities is a violation of the Code. Any time conflicts during the work day that
are reasonably foreseeable and potentially recurring must be reported when they occur, and
disclosed when the employee makes his new employee certification or his annual
recertification. Time conflicts during the workday are a violation of the Code.

There are times when an employee must
leave work during the work hours for emergencies or occasional errands. However, such
exceptions must be approved by the officer in charge, must never become frequent and all
time away from the workplace is to be charged against vacation leave or sick leave as
appropriate.

# Conflicts involving
relatives

An employee must immediately disclose
whether any of his close relatives is employed by, or otherwise provides services to, any
company or person that he knows is doing business with the Company, or is seeking to do
business with the Company. Job responsibilities may be altered to reflect such conflicts.

# Outside board membership

Employees must obtain prior Company
consent before serving on any board of directors or similar governing body of any other
company or business.

# Outside business or
professional activities

Employees must immediately disclose
any outside business or professional activities such as employment, consulting, teaching,
or activities with professional and/or business associations. The employee must abide by
any final determination of the Company with regard to the permissibility of such
activities.

# Involving other employees

Employees may not engage in any
intimate, dating or romantic relationship with any other employee who is his supervisor,
subordinate, team member, or in the same sphere of influence. A sphere of
influence exists when the employee supervises or is supervised (directly or
indirectly) by another employee, or when he is in a position to oversee, make or influence
decisions concerning another employee.

Such relationships must be disclosed
and the employees must abide by any final determination of the Company regarding the
matter.

# Prohibited Activities

Employees must not accept any
compensation from any other source for work done for the Company.

Employees must not use
confidential information of which they are in possession or have knowledge because
of their employment by the Company for any personal profit or advantage or for anyone
elses profit or advantage.

# Disclosing and/or
addressing conflicts

All disclosures or requests for
consent or clarifications must be made in writing and, when possible, before the event
occurs.

Non-officer employees must direct
such written documentation to the officer in charge. Officers must submit such
documentation to the Chief Financial Officer. Final determinations will be made by the
Chief Financial Officer and the Audit Committee.

Officers must direct such disclosures
or requests for consent or clarification to the Chief Financial Officer, who will deliver
such documentation to the Audit Committee for a final determination.

The Chief Financial Officer will
maintain a confidential file of all such documentation, including final determinations.

# Entertainment, gifts and
other payments

Employees must ensure that all
transactions are free from any appearance of favoritism resulting from giving or receiving
things of value outside the transaction itself. Transactions must be free from any
perception of favoritism among vendors, suppliers, or contractors. Therefore, employees
must not give or receive gifts, offer or receive favors, hospitality or other gratuities,
except as explained below. This policy applies whenever the Company purchases supplies,
materials, or services.

# Receiving gifts

Employees must never, directly or
indirectly, offer, give, solicit or receive any form of bribe or kickback.

The employee, his close relatives,
and his business associates must not accept any substantial gifts from entities or
persons doing business or seeking to do business with the Company. If the employee
believes an exceptional situation exists under which the employee should be permitted to
receive a substantial gift, the matter must be disclosed as required by the Code and prior
permission granted before accepting such a gift. If you have received a substantial gift,
you must immediate disclose this fact and abide by any final determination regarding the
matter.

# Giving gifts

Under certain circumstances,
employees may be authorized to give gifts to current or potential vendors. Such gifts must
cost no more than $100 US and must meet the standards of ethical business conduct. Such
gifts must not involve concealment and must not violate any laws or regulations.

Employees may provide reasonable and
appropriate entertainment when it is consistent with the employees duties and
business purpose. Such gifts of entertainment require prior approval of the officer in
charge.

# Gifts to government
employees

Generally, government
officials and government employees may not accept entertainment, meals, gifts,
etc. or other things of value from those with whom they or their departments or agencies
do business or over whom they have regulatory authority. Examples that are exceptions
would include small business mementos or modest refreshments during a business meeting.

Under the Foreign Corrupt Practices
Act, an employee must never give money or valuable items to a foreign official, directly
or indirectly, in order to influence (directly or indirectly) that persons actions
or the actions of any other person on behalf of their government.

# Vendor payments

Employees participating in authorized
vendor conferences may accept reimbursement only for expenses that are reasonable under
the circumstances.

# Confidentiality and
intellectual property matters

Employees acknowledge and agree that
they will have access to confidential information and will hold a position of trust
with respect to the Companys business. Employees agree to preserve the confidential
and proprietary nature of all such confidential information while employed with the
Company. Employees may not remove any confidential information from Company premises or
copy such materials except for the purposes of conducting official Company business. Any
confidential information must be returned immediately upon request and the employee agrees
to do so.

It is the duty of every employee to
properly safeguard and maintain the Companys property, which includes
intellectual property. This will require maintaining proper security with respect
to access to information and information systems, equipment, files and other proprietary
assets of the Company. Such proprietary assets and information applies to Company
inventions, trade secretsand other intellectual property, including patents.

The Company owns all rights to all
inventions, patents, improvements, and ideas of any kind that the employee creates or
conceives during his employment with Golden Eagle. The employee agrees and hereby assigns
to the Company all rights that the employee may have in any such inventions, patents, and
any other intellectual property rights.

Employees acknowledge and agree that
they may be required during the course of their employment with the Company to execute
specific agreements to assign to Golden Eagle all rights to their work products while they
are employed by the Company.

# Matters involving
corporate assets

# Political contributions

Employees are not authorized to make
any political contributions in behalf of the Company. The Company will not
reimburse any employee for any political contributions. Moreover, no Company assets or
facilities may be used in support of any candidate for elected office.

# Standards of cost
effectiveness

Employees responsible for procurement
of materials, supplies, services, etc. must exercise due care in obtaining reasonable and
appropriate prices for such items.

Official Company travel and
entertainment expenses must be reasonable and appropriate. Non-officers must obtain prior
authorization from the officer in charge prior to incurring any such expenditures.

# Keeping accurate books
and records

Laws and regulations require that:

|o | all
financial statements, books and records must accurately reflect all transactions.
|- | -------------------------------------------------------------------------------------

|o | the
Company promptly and properly record all disbursements and receipts of funds.
|- | ---------------------------------------------------------------------------------

|o | the
Company never create an undisclosed or unrecorded fund for any purpose.
|- | ---------------------------------------------------------------------------

|o | the
Company never make false statements or create false entries in its books or records for
any          purpose.
|- | -----------------------------------------------------------------------------------------------------------------

It is the responsibility of not only
the accountants and auditors, but also all employees, to comply with these requirements.

# Whistleblower policy

The Company is committed to fair,
accurate and transparent accounting of its financial matters, and the Company expects all
employees, officers, directors and agents to act in accordance with the highest ethical
standards in the performance of their responsibilities for the Company. The Company also
requires full compliance with all applicable securities laws and regulations, accounting
standards, accounting controls and audit practices and prohibits violations of applicable
securities or other laws relating to fraud against shareholders. In order to ensure such
legal compliance, the Company has adopted this Code.

The Company relies on all of its
employees, officers, directors and agents to conduct themselves in accordance with the
requirements and spirit of this policy and to report any suspected violations of this
policy or other questionable financial, accounting or audit matters or potential legal
violations without fear of retaliation.

# Reporting Complaints,
Concerns or Questionable Financial Practices

Any person who has complaints or
concerns about the Companys accounting, internal accounting controls or auditing
matters, or who becomes aware of questionable accounting or auditing matters, or who
becomes aware of any violation by any person of law or the Companys policies is
strongly encouraged to report such matters to the Companys Audit Committee (or in
the absence of an audit committee, to the Chief Financial Officer or the President).

To raise complaints or concerns about
or report a questionable accounting or auditing matter or other matter to the Audit
Committee, employees should provide details in writing to the Chair of the Audit Committee
(or the President or Chief Financial Officer) by sending information to:

Chair
of the Audit Committee Golden Eagle International, Inc.12401 South 450 East, Bldg.
D1Salt Lake City, Utah 84020

Or
email at cfo@geii.com

In order to facilitate a complete
investigation, employees should be prepared to provide as many details as possible,
including a description of the questionable practice or behavior, the names of any persons
involved, the names of possible witnesses, dates, times, places, and any other available
details. The Company encourages all employees with complaints or concerns to come forward
with information and prohibits retaliation against employees raising concerns.
Nonetheless, if an employee feels more comfortable doing so, reports may be made
confidentially and/or anonymously in the manner described above.

Supervisors and managers who become
aware of any questionable accounting, auditing or other matters, or who receive complaints
or concerns from other employees, must immediately report them directly to the Audit
Committee, the President, or the Chief Financial Officer in accordance with this policy.
Supervisors and managers who receive complaints of questionable accounting, auditing or
other matters must consult with the Audit Committee, the President, or the Chief Financial
Officer before undertaking an investigation or other action. The Audit Committee (when one
has been appointed) has final responsibility and authority for the investigation and
handling of any concerns or complaints relating to accounting and auditing practices and
other matters. Prior to the appointment of an audit committee, the board of directors will
have the final responsibility. Any supervisor or manager who fails to report allegations
of questionable accounting or auditing practices or other matters in accordance with this
policy or who otherwise fails to deal properly with such allegations may be subject to
discipline.

# Investigation and
Response

The Audit Committee (when appointed,
or another committee appointed by the board of directors) will oversee the receipt and
handling of allegations of questionable accounting, auditing and other matters, including
directing an appropriate investigation and response. Based on its investigation, the Audit
Committee or other committee will direct the Company to take prompt and appropriate
corrective action in response to the complaint or concern if necessary to ensure
compliance with its legal and ethical requirements relating to financial, accounting and
audit matters and other matters. If the Audit Committee or other committee determines that
a particular complaint or concern is not covered by this policy, it will refer the
complaint or concern to the Chief Executive Officer or legal counsel for appropriate
handling and response.

# Confidentiality and
Non-retaliation

Reports of questionable accounting or
audit practices and other matters required by this policy will be kept confidential to the
extent possible consistent with the Audit Committees or other committees
obligation to investigate and correct unlawful or unethical accounting or audit practices
and other matters. In order to ensure confidentiality, an employee may elect to make a
complaint anonymously.

The Company will not retaliate or
take any form of reprisal against any person who makes a report pursuant to this policy or
who participates in an investigation regarding a violation of the applicable securities
laws, rules or regulations, or any provision of other laws regarding fraud against
shareholders. Any such retaliation or reprisal by a Company employee is forbidden. Any
employee who retaliates against another employee or a witness as described above will be
subject to discipline, up to and including discharge. Employees who believe they are
subject to retaliation because they have made a report or participated in an investigation
should report such suspected retaliation to the Audit Committee or other committee in the
same manner as described above for the reporting of questionable practices.

Questions about this policy should be
direct to the Chair of the Audit Committee, the President or the Chief Financial Officer.

# Contracting

# Matters involving
antitrust law

U.S.    
          antitrust laws prohibit activities or agreements that are or result in a
          restraint of trade, which is to say a reduction in competition.
          Courts have found, among others, that the following actions are a violation of
          antitrust laws: fixing or controlling prices; boycotting specific customers or
          suppliers; allocating products, territories, or markets; limiting the production
          or sale of products. Agreements or practices resulting in these consequences are
          a violation of antitrust laws.

It is the responsibility of all
employees to comply with U.S. antitrust laws. Accordingly, employees must never engage in
or even discuss engaging in any of these activities. If other companies seek to discuss
such matters with you, you must refuse to participate and report the matter as you would
report any other matter required to be reported under the Code.

# Gathering information

It is often necessary to have
information about competitors, suppliers and customers. However, having certain types of
detailed information about their plans, procedures, etc. could prove detrimental to those
companies. If an employee has nonpublic information, he must observe accepted standards of
fair conduct and all applicable laws. Employees must not seek information that would be a
violation of: antitrust laws; court orders; patents, copyrights, etc.; confidential
relationships between employers and employees; or laws restricting access to information
about government procurements.

Improperly acquiring or possessing
legally restricted information may result in prosecution and/or litigation.

# Matters involving
international business

Golden Eagle does business abroad
and, accordingly, we encounter laws that may be very different from those of the United
States. It is the Companys policy to comply with the laws of any country where we do
business. Employees are required to do the same.

In some countries, trading and/or
negotiating practices may follow more relaxed standards of conduct that are customary in
the United States. Employees must nonetheless follow all the requirements of the Code.

Note that it is illegal to engage in
or to support restrictive international trade practices. Even receiving a request to do so
must be reported.

# Contracting

Employees responsible for negotiating
contracts must ensure compliance with all applicable laws and regulations, and provisions
of existing contracts including those that relate to contract pricing and preparation. All
statements and representations to those with whom we are doing business must be truthful
and accurate.

When doing business with the Federal
government, the Truth in Negotiations Act requires contractors to submit current, accurate
and complete cost or pricing data when negotiating certain types of contracts. The Act
also requires contractors to explain the importance of significant items and be able to
certify the accuracy of the data. These requirements are quite different than those
relating to non-government contracting.

When contracts call for the customer
to reimburse the contractor for costs incurred in connection with the performance of a
contract, those costs must be properly and accurately recorded. Falsifying time reports or
other costs will not be tolerated.

# Hiring government
employees

Various laws and regulations restrict
the hiring of former Federal government employees. In some case, those laws prohibit such
hiring. Therefore, before hiring or discussing hiring any former government employee whose
duties were related in any way to the business of Golden Eagle, legal counsel must be
consulted.

# Miscellaneous guidelines

# Company guidelines for
securities transactions

Introduction

During the course of your employment
with the Company, you may receive important information that is not yet available to the
general public, such as information that is not disclosed to the public in a press release
or Securities and Exchange Commission (SEC) filing. This non-public or inside
information may be about the Company or about other publicly-traded companies with
which the Company has business dealings. Because of your access to this information, you
may be in a position to profit financially by buying or selling or in some other way
dealing in the Company stock or stock of another publicly-traded company (insider
trading), or to disclose such information to a third party who does so (a practice
known as tipping).

It is illegal for anyone to use
Material Inside Information (defined below) in order to gain any
personal benefit, or to pass on, or tip the information to someone who does so. There is
no minimum threshold test that must be passed for this type of liability to attach. Use of
inside information to gain personal benefit and tipping are as illegal with respect to a
few shares of stock as they are with respect to a large number of shares. You can be held
liable both for your own transactions and those affected by a tippee, or even a tippee of
a tippee.

At the Company, we believe it is
important to avoid even the appearance of insider trading in stock, as well as the
illegal practice of insider trading itself. For that reason, we have developed this
written policy (Policy) to protect our employees and The Company.

How You Can Identify
Material Inside Information

As a practical matter, it is
sometimes difficult to determine whether you possess Material Inside Information. The key
to determining whether nonpublic information you possess is Material Inside Information is
whether dissemination of the information would be likely to affect the market price of the
companys stock or would be likely to be considered important by investors who are
considering trading in that companys stock. Certainly, if the information makes you
want to buy or sell securities, it would probably have the same effect on others.

Although by no means an all-inclusive
list, information about the following items may be considered to be inside
information until it is publicly disseminated:

a)    
          financial results or forecasts (for a company as a whole or for a subsidiary or
          division) b) a discovery of a new mineral deposit or an expansion of an existing
          mineral deposit c) acquisitions or dispositions, or restructurings and
          reorganizations d) pending public or private sales of debt or equity security e)
          major contract awards or cancellations f) scientific, clinical or regulatory
          achievements g) top management or control changes h) possible tender offers i)
          significant writeoffs j) significant litigation k) corporate partner
          relationships l) notice of issuance of patents m) stock splits and dividend
          changes (if applicable)

It is irrelevant as to how you obtain
Material Inside Information. The law states that liability may be imposed whether the
information is obtained in the course of your employment, from outside of the Company, or
even accidentally or inadvertently such as by overhearing a conversation in our offices.
If you are in doubt as to whether information you possess is Material Inside Information,
you should assume the information is material unless management advises you to the
contrary.

Specific Requirements
Prohibiting Misuse of Material Inside Information

|1. | You must keep all market sensitive or confidential information (whether
          generated internally or acquired from any outside source) strictly confidential.
          Even within the Company, you should only disclose such information to those who
          need to know in order for the Company to effectively carry out our
          business. If there are rumors that are widespread and accurate, this does not
          mean that information has become publicly known and does not mean that you are
          relieved from your obligation to treat the information as confidential.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2. | You may not trade in the stock or other securities of a firm at any time when,
          as a result of the Companys employment, you have Material Inside
          Information about that firm. This restriction on insider trading is not limited
          to trading in the Companys securities. It includes trading in the
          securities of other firms, particularly those that are current or prospective
          customers or suppliers of the Company and those with which the Company may
          currently be negotiating. Trading is the purchase or sale of stocks,
          bonds, debentures, options, or other marketable securities. Questions as to what
          transactions are covered by these terms can be addressed to our Chief Financial
          Officer.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3. | In addition, you may not communicate Material Inside Information learned or
          developed through your employment with the Company to other persons (this would
          be tipping) who may misuse the information. You may not recommend
          that anyone purchase or sell any securities on the basis of such information,
          even if you do not disclose any specific Material Inside Information. So long as
          material information is not public, members of your immediate family and others
          who have received the information from you are not permitted to trade in the
          securities.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4. | Even after information has been reported by the press or appears on the SEC
          website, we do not consider it public until 24 hours have passed and general
          marketplace has had time to evaluate the information. Therefore, after Material
          Inside Information learned or developed through your employment with the Company
          has been publicly disclosed through a press release or other official
          announcement, you should not trade in the securities until 24 hours following
          the announcement to allow the market to absorb the information. (Officers and
          directors of the Company may not trade until the third business day after
          release of Material Inside Information.)
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|5. | From time to time, various analysts may contact the Company. Any and all
          inquiries of or contacts with analysts or shareholders must be referred to our
          President and CEO or to our Chief Financial Officer. No other person is
          authorized to provide information to analysts, stockbrokers, or shareholders. If
          you discover that you have inadvertently disclosed information to an analyst or
          stockbroker, you must immediately inform our President or Chief Financial
          Officer.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|6. | In the event you learn of any violation of this policy, including violations by
          yourself (which may be inadvertent) or violations of others, you must
          immediately report such violation(s) to our President or Chief Financial
          Officer.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Responsibilities and
Penalties

Every employee who had previous
knowledge of Material Inside Information is responsible for ensuring that he or she does
not violate federal or state securities laws or this Policy covering securities trading.
Under federal securities laws, unlawful purchases, sales, or communications related to
insider trading and tipping can result in substantial civil and criminal penalties,
including fines of up to three times the profit gained or loss avoided, as well as
imprisonment. The Company, as your employer, could also be liable for fines of $1 million
or more as a consequence of an employees insider trading or tipping.

Officer and Directors

Because the officers and directors of
the Company are the most visible to the public and are most likely, in the view of the
public, to possess inside information about the Company, we ask them to do more than
refrain from insider trading. They must limit their transactions in the Company stock to
defined time periods commencing on the third business day following public dissemination
of quarterly and annual financial results and ending at the end of the fiscal quarter. In
addition, any officer of director desiring to sell shares of the Companys stock must
notify the President prior to engaging in transactions in the Company stock, prepare and
file Forms 144 when required, and prepare and file Forms 4 or 5 and amendments to
Schedules 13D, as applicable.

Conclusion

It would be impossible for this
Policy to cover every possible violation of law related to insider trading, so it is
important to remember that this Policy is not intended to draw a line between legal and
illegal practices under the law. Instead, this Policy is intended to establish policies
and procedures to avoid even the appearance of impropriety.

Anyone who effects transactions in
the Company stock or the stock of other public companies engaged in business transactions
with the Company (or provides information to enable others to do so) on the basis of
inside information is subject to civil liability and criminal penalties, as well as
disciplinary action or discharge by the Company. Our President is responsible for
providing guidance regarding this policy. Should you have questions about these matters,
you should consult with your own attorney or our President.

# Matters involving
securities laws and disclosure

Golden Eagle and its employees are
subject to various Federal and state securities laws applicable to its securities. All
employees must comply with such laws. If Golden Eagle securities or the securities of
other companies are bought or sold while in possession of nonpublic material information,
or if employees disclose such information to others who buy or sell such securities, they
will be subject to liability under applicable Federal and state securities laws.

As a respected public company, it is
critical that the Companys filings with the Securities and Exchange Commission be
complete, timely and accurate in all material respects. At the Company, all our employees,
officers and directors are charged with the responsibility of providing management with
accurate and complete information to assure we are complying with our public disclosure
requirements and our commitment to our shareholders.

Commensurate with these special
duties, all members of Senior Financial Management and other employees each agree that he
or she will:

| | 1. | Act honestly and ethically in the performance of their duties at the Company,
               avoiding actual or apparent conflicts of interest in personal and professional
               relationships.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 2. | Provide information that is accurate, complete, objective, relevant, timely and
               understandable to ensure full, fair, accurate, timely, and understandable
               disclosure in reports and documents filed with or submitted to the SEC or used
               in other public communications by the Company.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 3. | Comply with rules and regulations of federal, state, provincial, local and
               overseas governments, as well as those of other appropriate private and public
               regulatory agencies that affect the conduct of the Companys business and
               the Companys financial reporting.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 4. | Act in good faith, responsibly, with due care, competence and diligence, without
               misrepresenting material facts or allowing ones independent judgment to be
               subordinated.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 5. | Respect the confidentiality of information acquired in the course of ones
               work, except when authorized or otherwise legally obligated to disclose such
               information. Further, confidential information acquired in the course of
               performing ones duties for the Company will not be used for personal
               advantage.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 6. | Share knowledge and maintain skills relevant to carrying out the members
               duties within the Company. 7. Proactively promote and set an example of ethical
               behavior as a responsible partner among peers and
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

colleagues
in the work environment and community.

| | 8. | Achieve responsible use of and control over all assets and resources of the
               Company to which they are entrusted.
| | -- | -------------------------------------------------------------------------------------------------------------------------------

| | 9. | Promptly bring to the attention of our President and Chief Executive Officer or
               our Chief Financial Officer any information concerning (a) any conduct believed
               to be a violation of law or business ethics, or this Code, including any
               transaction or relationship that reasonably could be expected to give rise to
               such a conflict, (b) significant deficiencies in the design or operation of
               internal controls which could adversely affect the Companys ability to
               record, process, summarize and report financial data or (c) any fraud, whether
               or not material, that involves management or other employees who have a
               significant role in the Companys financial reporting, disclosures, or
               internal controls.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# Matters involving
antidiscrimination laws, harassment

It is the Companys policy to
hire, promote, compensate, and develop employees according to their qualifications,
performance, and potential, without discrimination based on race, color, religion,
national origin, age, gender, disability, marital status, sexual orientation, family
responsibilities, veteran status, or any other status or characteristic protected by
applicable law.

The Company seeks to ensure that all
personnel actions and employment decisions, including those related to benefits and other
conditions of employment, are made without discrimination.

Golden Eagles policy is to
maintain a comfortable work environment for all its employees, characterized by respect
for the individual. Employees are required to conduct themselves in such a way that is
consistent with the respect we have for each other and the value we place on civility in
the work place. Harassment or discrimination against an employee or applicant in violation
of applicable law violates Company policy and will not be tolerated.

The use of demeaning or inappropriate
language or conduct on the basis of anyones personal attributes violates Company
policy and will not be tolerated. Any form of harassment will not be tolerated.
Retaliation against any employee who reports or files a complaint of discrimination or
harassment or participates in an investigation of such will not be tolerated.

# Matters involving the
environment, health and safety

All laws relating to protection of
the environment, health and safety must be obeyed by all employees. Such laws are
extensive and cannot be summarized here. As questions arise, legal counsel must be
consulted.

# Matters involving
substance abuse

The following conduct is strictly
prohibited by any employee:

|i. | Employees are prohibited from the use, sale, purchase, soliciting to buy or
          sell, transporting, or possessing illegal drugs; (any drug listed in 21 CFR 1308
          when the drug has been dispensed, used, or is in the employees possession
          in a manner not approved by the United States Drug Enforcement Administration);
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|ii. | Employees are prohibited from using or being under the influence of legal drugs
          that are being used illegally (including a drug prescribed for another person);
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|iii. | Employees are prohibited from using or being under the influence of legal drugs
          whose use can adversely affect the ability of the employee to perform his or her
          job safely;
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|iv. | Employees are prohibited from using alcohol within the Companys offices;
          v. Employees are prohibited from using or being under the influence of alcohol
          at any time while
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

working
on behalf of the Company;

By accepting a position as an
employee of the Company, each employee agrees to submit himself or herself to drug and
alcohol testing when, in the opinion of the officer in charge, such employees work,
actions, or attitude suggest to the officer in charge the advisability of such testing.
Where an employee refuses to be tested or violates any other provision of this substance
abuse policy, the employee may, in the discretion of the President or Chief Financial
Officer, be immediately discharged for cause.

# Matters involving
government investigations or proceedings

Golden Eagles policy is to
cooperate with any appropriate government investigation, while nonetheless protecting the
legal rights of the Company and its employees. The Company and its employees have the
right to legal representation and it is important that the legal rights of the Company and
its employees are protected.

If any government investigator seeks
to interview you, seeks access to files or information, or informs you that Golden Eagle
or any of its employees is being investigated, you must tell the investigator that you are
referring the matter to the officer in charge before discussing the matter further. You
must immediately notify the officer in charge of the discussion.

You must never destroy or alter
documents in anticipation of a request for such from a government agency or court; lie or
make false of misleading statements to such investigators; or seek to cause anyone to give
false of misleading information or to destroy or conceal information that is being
requested.

# Policies regarding
corporate communications

Employees must never make false or
misleading statements about Golden Eagle, its competitors, suppliers, customers or
employees.

# Administering the Code

# Receiving and reading
the Code

All employees are required to be
given a written copy of the Code upon their hiring, to read it carefully and comply with
it fully. To show that employees have received and read the Code they must sign the
attached form and return it to their officer in charge. Prior to a new employees
first day of employment he must read the Code and make all required disclosures and then
sign the form. The form is to be returned to the employees officer in charge.
Consultants must also be given the Code and read and sign it if they are to be working on
Company premises and/or will earn more than $100,000 in a twelve month period.

# Seeking prior approval

In certain situations, the Code
requires you to obtain prior approval before acting. In such instances, you must seek such
prior approval from the officer in charge and obtain it in writing before doing anything.
Copies of all such approvals given must immediately be sent to the Chief Financial
Officer.

# Monitoring compliance

Upholding the standards of the Code
is the responsibility of all employees. Accordingly, employees must stay alert to any
possible violation of the Code and prevent these from occurring. Any knowledge of an
actual or potential violation must be immediately reported to the Chief Financial Officer.
All such reports will be handled as confidentially as possible. Certain legal or ethical
considerations may require the disclosure of such reports on a limited basis. It is
Company policy that no employee reporting such matters will suffer indignity or
retaliation because of such a report.

Copies of the Code will be
distributed in January of each year and employees will be required to read, sign and
return these copies by the end of January to his/her officer in charge. All forms will
then be delivered to the Chief Financial Officer. These forms require that employees
certify as to their compliance for the previous year and that they do not know of any Code
violations. The Chief Financial Officer will report to the Audit Committee any relevant
issues involving the Code.

After receiving a report of a Code
violation, the Chief Financial Officer will conduct an investigation and report to the
Audit Committee its findings. The Chief Financial Officer in conjunction with the Audit
Committee will take whatever actions they deem appropriate to address such Code
violations.

The Chief Financial Officer and Audit
Committee will recommend corrective and/or disciplinary action regarding the offending
employee to the officer in charge. It is the duty to all employees to cooperate in any
investigation by the Chief Financial Officer of Code violations and to be forthcoming with
any necessary information. Information must not be withheld from such an investigation.

Golden Eagles auditors must
report any suspicions they may have about potential violations of the Code to the Audit
Committee. The auditors will make any suggestions for improving the code to the Audit
Committee.

# Disciplinary action for
violations of the Code

The Company may take any of the
following actions if you violate the Code: reprimand, probation, suspension, demotion,
reduction in compensation, terminate you (terminate your agreement if you are a
consultant), have you prosecuted criminally, require reimbursement for losses or damages
including recovery of past compensation.

Any officer or senior executive who
knows of an employee engaging in or planning to engage in any activity in violation of the
Code who does nothing to prevent it may be subject to disciplinary action.

The Company may take disciplinary
action against: a supervisor who has shown a lack of adequate supervision related to a
Code violation of an employee under his supervision; anyone who directly or indirectly
retaliates, or encourages others to retaliate, against someone who reports a Code
violation or participates in an investigation; anyone who knowingly falsely accuses
someone of violating the Code.

It must be noted that the Code is not
intended to limit the circumstances in which the Company may take disciplinary action
against an employee. Various policies and procedures relating to employee conduct and
acceptable employee performance also govern employees actions.

# Definitions

When used in the Code, words
appearing in italics have the meanings set forth below.

Business associate or
business association

Any entity or person with whom you
have a business relationship outside of Golden Eagle, including but not limited to: any
other organization of which you are an officer or partner or are, directly or indirectly,
the beneficial owner of 10% or more of any class of equity securities; any trust or other
estate in which you have a beneficial interest of more than 10%.

close relative

your spouse, domestic partner, any
child under 18 years of age, or any other relative who shares the same residence as you.

Code

The Golden Eagle Code of Business
Conduct.

confidential information

information relating to Golden Eagle
products, services, business, personnel, or commercial activities, including but not
limited to processes, devices, formulas, programs, concepts, inventions, designs, methods,
techniques, commercial strategies know-how; anything Golden Eagle has a legitimate
interest in keeping secret.

consultant, contractor

an individual or business entity that
provides services to Golden Eagle as an independent contractor who is expected to work on
Company premises for more than 90 days in a calendar y ear and/or will earn more than
$100,000 in fees during a calendar year. Individuals or entities covered by a professional
code or standards of ethical conduct are not considered consultants. These include
lawyers, real estate agents, doctors and accountants. The Audit Committee may exempt an
individual or business entity from the provisions of the code.

employee

any individual who is employed by
Golden Eagle on a regular full-time or part-time basis and any individual employed for a
specified term or for specified temporary assignments. Employee includes
consultants.

financial interest

an economic interest including an
interest as an owner, partner, stockholder, or holder of debt.

government official or
government employee

anyone who acts in an official
capacity for or in behalf of the United States, any foreign state, or any state, local or
other governmental unit, including any agencies or instruments of any agency.

holiday

New Years Day, Presidents Day,
Memorial Day, Independence Day, Labor Day, Veterans Day, Thanksgiving Day, Christmas Day.

intellectual property

intangible or tangible property that can
be protected under federal or state law, including copyrightable works, ideas,
discoveries, inventions, and trade secrets.

know or have knowledge of

regarding a Code violation, knowing
about a violation or having information that would lead a reasonable person to believe
that a violation has occurred or is likely to occur.

material financial
interest

information that has a substantial
likelihood of significantly affecting a reasonable investors decision to buy, sell,
or hold a security or that a reasonable investor would view as having significantly
altered the total mix of information available.

political contribution

any direct or indirect expenditure or
contribution in cash, property, or services, given to a political party, any candidate for
nomination or election to public office, or any affiliate of a political party or
candidate. Political contributions include giving indirect assistance or support, such as
furnishing goods or services, purchasing tickets or giving subscriptions to political
fund-raising events.

senior financial
management

the chief financial officer, chief
operating officer or chief executive officer.

substantial gift

any gift of more than $100;
entertainment that costs more than what is considered reasonable, customary and accepted
business practice; any loan made on preferential terms; or any other substantial favor.

trade secret

in most states, a formula, pattern,
physical device, idea, process, compilation of information, or other information that
provides a business with a competitive advantage, and is treated in a way that can
reasonably be expected to prevent the public or competitors from learning about it, absent
improper acquisition or theft.

widely held, diversified
mutual fund

any publicly traded pooling
arrangement that is used for the purpose of diversification of investments that has no
more than 20 percent of its investments in any single industry and no more than 10 percent
of its assets in gold or copper mining industry, and in which you, your close relatives,
and your business associates constitute less than 1 percent of the funds assets, and
do not individually or collectively direct otherwise have a role in making investment
decisions of the fund.

# Employee Certification
Form

Every January, or upon
commencement of employment, each Golden Eagle employee is required to complete and sign
this form certifying that they have received and read the Golden Eagle Code of Ethics and
Conduct, agree to comply with it Code, and have no knowledge of non-compliance. They also
agree to make all applicable disclosures below.

March 2004, Golden Eagle Code of
Ethics and Conduct. Employees must return this form completed to their officer in charge
no later than March 31, 2004, or, if a new employee, prior to the first day of employment.

By my signature below, I certify
that:

 I have received and read the
Golden Eagle Code of Ethics and Conduct.

 I have listed below all
disclosures required under the code.

---

---

---

(attach additional
sheets as needed)

 I will comply with the Code of
Ethics and Conduct.

Your
name:______________________________________________________________

Officer in charge to whom you
report:_________________________________________

Title:___________________________________________________________________

Signature:_______________________________________Date:____________________