Exhibit 16.1
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                       CODE OF BUSINESS ETHICS AND CONDUCT

           Hemosol Corp. (including its wholly owned subsidiaries and
affiliates) (collectively, the "Company") has adopted this Code of Business
Ethics and Conduct ("the Code") to promote honest, ethical and lawful standards
of business conduct by employees, officers and directors of the Company around
the world.

           The number of laws, regulations and other legal requirements that
affect our business expand as technology advances and the Company's businesses
become more diverse. This complexity will only increase with the growth and
success of the Company. Growth and change reflect new opportunities but also
present new ethical challenges as we adapt to new situations. As we grow and
succeed and embrace opportunity, it is imperative that we rely on a central set
of guiding principles and standards to serve as our legal and ethical compass.
In a fundamental sense, this Code is the Company's Constitution. It establishes
the principles and standards that guide our conduct.

           The Company, like any other company, is dependent on relationships
with diverse groups of "stakeholders" who play different roles in our business.
This Code is intended to help you better understand the conduct that is in the
best interests of the Company in these important relationships. It is impossible
to anticipate every conceivable ethical or legal dilemma that employees,
officers and directors may face. However, this Code should establish an
awareness and alertness to ethical and legal responsibilities to help you
identify and evaluate ethical and legal issues before taking action.

           This Code applies to every Company employee, officer and director
globally (subject to deviation only when necessary to comply with local law or
regulation):

           o          The Code establishes the guiding principles and standards
                      for conducting our business.

           o          The Supplemental Code of Ethics provides additional
                      standards for the Chief Executive Officer, Chief Financial
                      Officer and other senior financial officers.

In particular, you are expected at all times to:

           o          Avoid conflicts between personal and professional
                      interests and pursue the ethical handling of conflicts
                      when such conflicts are unavoidable, including full
                      disclosure of any transaction or relationship that
                      reasonably could be expected to give rise to a conflict;

           o          Support the provision of full, fair, accurate, timely, and
                      understandable disclosure in Company reports required to
                      be filed with regulators and in all public communications
                      made by the Company; and

           o          Comply with and promptly report any violations of the Code
                      or any applicable laws, regulations and rules of any
                      jurisdiction in which the Company operates.

           You are responsible for understanding the national, state/provincial
and local laws and regulations that relate to your conduct sufficiently to
enable you to recognize potential dangers and to know when to seek guidance.


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Employees, officers and directors have an obligation to raise concerns promptly
when they are uncertain as to the proper legal or ethical course of action or
they suspect that some action may violate the law or Corporate Policies(1).
Please review this Code at least annually as well as whenever it may be
implicated by circumstances that come to your attention. Whenever you have
doubts or concerns about the lawful and ethical conduct of the business or your
obligations, please review the Code and any relevant Corporate Policies, seek
guidance from your manager or supervisor and keep seeking guidance until you are
satisfied that it is obtained.


           Questions regarding interpretations of this Code or specific
Corporate Policies will be resolved in the first instance by the CEO, or, where
appropriate, either the Governance and Compensation Committee or Audit Committee
of the Board.


           You have an affirmative duty to promptly report any situation that
may involve or lead to a violation of this Code or applicable laws, regulations
or rules. Reprisal, retribution or retaliation by anyone within the Company
against anyone who has, in good faith, reported a violation or suspected
violation by another is strictly prohibited.

           o          Suspected violations should be reported (including
                      confidential and anonymous reports) by letter as described
                      in the section titled "Reporting Illegal and Unethical
                      Behavior/Compliance Procedures" of this Code.

           o          Concerns or complaints regarding accounting, internal
                      accounting controls or auditing matters should be reported
                      (including confidential and anonymous complaints) by
                      letter to the Chair of the Audit Committee in accordance
                      with the procedures described in the section titled
                      "Reporting Illegal and Unethical Behavior/Compliance
                      Procedures" of this Code.

           All reports will be investigated as appropriate and necessary
corrective action taken. Those who violate the standards in this Code or
Corporate Policies, including through a failure to report a violation or make
appropriate disclosures, or who fail to comply with federal, state/provincial,
local and any applicable foreign laws, will be subject to disciplinary actions,
which may include termination of their relationship with the Company and/or
reports to appropriate regulatory or law enforcement agencies.

           Consultants and agents retained by the Company should also follow
this Code and all applicable Corporate Policies in the course of their work on
behalf of the Company. While the Company cannot guarantee the conduct and
behavior of our consultants and agents, it is the responsibility of employees,
officers and directors to insist that our consultants and agents behave
appropriately. Consultants and agents shall not be retained to do anything
illegal or improper. What the Company cannot do directly, it will not do
indirectly by acting through another party.


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(1) As contained in the Hemosol Corp. "Employee Handbook".


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           Nothing contained in this Code or the Corporate Policies is intended
to create or imply an employment contract or term of employment. The Company is
committed to continuously reviewing its policies, and, therefore, this Code and
the Corporate Policies are subject to modification.

           Workplace Violence Prevention

           It is the Policy of the Company to maintain a work environment free
           from violence. The Company does not tolerate violence or conduct that
           is dangerous or may be perceived to threaten, intimidate or coerce
           another. Firearms, weapons, and other hazardous devices and
           substances are prohibited from Company premises. Violence or threats
           of violence, whether direct or indirect, should be reported to your
           manager, supervisor or Human Resources, and, if warranted by the
           situation, to the police or other appropriate authority. Any concerns
           about suspicious or potentially violent individuals or activities
           should also be reported to your manager or supervisor immediately.
           The Company encourages you to bring your disputes with others at the
           Company to the attention of your manager, supervisor or Human
           Resources before the situation escalates into potential violence.

           Offensive Materials

           The Company does not tolerate the possession, use or distribution of
           pornographic, racist, sexist or otherwise offensive materials on
           Company property, or the use of Company personal computers or other
           equipment to obtain, view or distribute such materials. All employees
           and officers must promptly contact the CEO about use of offensive
           materials on the Company's systems or premises so that appropriate
           disciplinary action may be taken, up to and including termination
           and/or notifying the proper authorities.

           Occupational Safety and Health

           The Company is committed to providing a safe and healthy work place.
           We all have a responsibility to abide by safe operating procedures
           and to guard our own health and that of the others. All accidents,
           injuries or concerns about unsafe equipment, practices, conditions or
           other potential hazards should be immediately reported to a manager,
           supervisor or Human Resources. Examples of violations of this policy
           include failure to report serious accidents or "near misses" and
           tolerating unsafe working conditions.


           Wage & Hour Laws

           It is the policy of the Company to adhere to the requirements of
           state/provincial and federal law regarding the payment of minimum
           wages and overtime compensation. In all appropriate cases, the


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           Company will pay its employees the minimum wages mandated by
           state/provincial and federal law. The Company will also pay its
           employees all overtime compensation required by law or by contract.
           It is the Company's policy that proper records regarding wages, hours
           and overtime compensation be kept. Hourly employees and their
           managers must accurately and completely report and record all
           required wage and hour information for such hourly employees. In no
           circumstances should anyone falsify any record relating to wages or
           hours worked.


           Protection and Proper Use of Company Assets and Information

           Our shareholders have shown confidence in us by investing in the
           Company, and it is our obligation to enhance and protect Company
           assets, while creating value for shareholders. Every employee,
           officer and director has a responsibility to ensure that all Company
           assets (including proprietary and confidential information) are
           protected from misuse, theft, fraud, loss and unauthorized use,
           disclosure or disposal. Theft, carelessness and waste have a direct
           impact on the Company's profitability. Company assets include all
           property and information owned, leased, developed or maintained by
           the Company, including but not limited to Company funds, equipment,
           supplies, personal and real property, intellectual property,
           confidential information (including technologies, concepts,
           engineering, sales and financial information and software), goodwill
           and corporate opportunities. We must be vigilant in protecting the
           Company's physical property as well as intangible assets such as
           trade secrets and financial data.

           o          Company assets may only be used for business purposes and
                      such other purposes as approved by the Company.

           o          Employees, officers and directors are prohibited from
                      taking, making use of, or knowingly misappropriating the
                      assets of the Company, for personal use, for use by
                      another, or for an improper or illegal purpose.

           o          No employee, officer or director is permitted to remove,
                      dispose of, or destroy Company assets without the
                      Company's consent, including both physical items and
                      electronic information.

           o          Employees, officers and directors are personally
                      responsible for all Company funds over which they exercise
                      control.

           Please remember that the Company's goodwill is one of our most
           important assets. The Company's continued growth and success depends,
           to a large extent, on the ability of its employees and officers to
           increase client confidence. In your contacts with clients and
           potential clients, remember that you represent the Company. Serving
           clients effectively is the Company's most important goal, and
           employees, officers and directors must act to preserve and enhance
           our positive reputation.


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           Confidential Information/Privacy

           Confidential information is an important and valuable Company asset
           that must be protected. No employee, officer or director of the
           Company who is entrusted with information of a confidential or
           proprietary nature (whether created through the ideas and hard work
           of employees, officers and directors, entrusted to the Company by our
           clients, or otherwise learned as a result of a position with the
           Company) shall disclose that information outside the Company, either
           during or after service with the Company, except with written
           authorization of the Company or as may be otherwise required by law.
           Confidential information includes, but is not limited to all
           non-public information relating to:

           o          Technical, business, financial or other issues, that might
                      be of use to competitors, of interest to the press, or
                      harmful to the Company or its customers, if disclosed;

           o          The Company's financial condition, prospects or plans, its
                      marketing and sales programs and research and development
                      information, as well as information relating to mergers
                      and acquisitions, stock splits and divestitures;

           o          Possible transactions with other companies or information
                      about the Company's customers, suppliers or joint venture
                      partners, which the Company is under an obligation to
                      maintain as confidential;

           o          Discussions and deliberations, relating to business issues
                      and decisions, between and among employees, officers and
                      directors;

           o          Client information and records; in the interests of
                      privacy, access to client information is restricted to a
                      business need-to-know basis;

           o          Employee information and records; in the interests of
                      privacy, personnel, medical, benefits and other employee
                      records are afforded confidentiality and access is
                      restricted to a need-to-know basis.

           Confidential business information is collected, utilized and
           disclosed only on a business need-to-know basis, except as may
           otherwise be required by law. All confidential information gathered
           by the Company is intended for use by the Company. No employee,
           officer or director is permitted to gain personal benefit from the
           knowledge of such information or use it for the benefit of persons or
           entities outside the Company. This is true regardless of the
           information or the manner in which the information is obtained.


           Network Use, Integrity and Security

           The Company reserves the right to monitor and review, without prior
           notice:

           o          Any and all data and information contained on any
                      employee's or officer's computer or other electronic
                      device issued by the Company; and

           o          Use of the Internet, Company Intranet and Company e-mail
                      or any other electronic communications by an employee or
                      officer.


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           Access to Company systems may be revoked and other disciplinary
           action taken if such systems are used to commit illegal acts, or to
           violate the nondiscrimination, harassment, pornography, solicitation
           or proprietary information terms or any other terms of this Code or
           of a Corporate Policy. (Company-provided computers and software may
           be used for reasonable personal use that does not interfere with job
           performance.)

           To maintain systems integrity and protect the Company network, no one
           should divulge any passwords used to access any Company computer or
           database. Any suspected breach of the Company's network security
           systems should be reported to the Vice President, Operations
           immediately. You should also refrain from using or distributing
           software that may damage or disrupt the Company's work environment by
           transmitting a virus or conflicting with Company systems.

           The Company respects all computer software copyrights and adheres to
           the terms of all software licenses to which the Company is a party.
           All software, including "shareware," contains terms of use that must
           be adhered to. You may not duplicate, transfer, alter, revise, adapt
           or convert any licensed software or related documentation (whether
           obtained from outside sources or developed internally) for use either
           on the Company premises or elsewhere unless the Company is expressly
           authorized to do so. Unauthorized duplication of software may subject
           the Company and/or the offending person to civil damages. In cases of
           willful infringement, criminal penalties may also apply.


           Conflicts of Interest

           A "conflict of interest" occurs when your personal interests
           interfere with your exercise of judgment in the best interests of the
           Company. The Company expects that every employee, officer and
           director will avoid activities, interests or associations that might
           lead to such conflicts. Special care also should be taken to avoid
           the appearance of a conflict, which may impair confidence in, or the
           reputation of, the Company even absent actual conflict or wrongdoing.

           In all instances where a conflict or appearance of a conflict exists,
           the nature of the conflict or apparent conflict must be disclosed to
           your manager or supervisor (who is then required to discuss it with
           the CEO), to Human Resources (if you prefer not to discuss it with
           your manager or supervisor directly), or directly to the CEO so that
           appropriate guidance may be provided. Where there is a real or
           apparent conflict involving a director, the matter should be referred
           to the Chairman of the Audit Committee, unless his/her conduct is the
           subject of concern in which case it should be directed to the
           Chairman of the Board for discussion with the Board of Directors.

           Conflicts of interest take many forms. Therefore, it is not possible
           to describe all the situations that might involve a conflict of
           interest or appearance of a conflict. Typically, however, conflicts


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           may arise where an employee, officer or director, or member of his or
           her family:

           o          Acquires an interest in a client, market, prospect,
                      supplier, agent or competitor of the Company (excluding
                      interests that are less than 1% of a class of outstanding
                      securities of a publicly held corporation);

           o          Engages in a personal financial transaction or
                      relationship with a client, market, prospect, supplier,
                      agent or competitor of the Company;

           o          Acquires an interest in real estate/provincial,
                      leaseholds, patents or other property or rights that he or
                      she knows or has reason to believe the Company may be
                      interested in now or in the future;

           o          Acquires an interest in a firm with which the Company is
                      carrying on or contemplating negotiations for merger,
                      purchase, joint venture or other business relationship;

           o          Engages in a consulting, managerial or employment
                      relationship in any capacity with a client, supplier,
                      agent or competitor of the Company;

           o          Solicits, offers or accepts, directly or indirectly,
                      meals, gifts or entertainment, of other than reasonable
                      value, from any person, firm, corporation or association
                      with which the Company does or seeks to do business; or

           o          Receives improper personal benefits as a result of his or
                      her position with the Company.


           Outside Business and Political Activities

           Employees and officers are expected to devote their full time and
           attention, and directors are expected to devote significant time and
           attention, to Company business. Outside activities that might
           interfere with the ability to make judgments solely in the Company's
           interests or diminish productivity and effectiveness should be
           avoided. Employees and officers who engage in other business
           activities should be sure that those activities do not interfere with
           their work at the Company, and are expected to disclose the nature of
           any such activity. No employee, officer or director may use his or
           her Company position or title or any Company assets in connection
           with outside activities, nor do anything that might infer sponsorship
           or support by the Company of such activity, unless such use has been
           approved in writing by the CEO. Prior to seeking any election or
           appointment to public office, an employee or officer must notify CEO
           and obtain written approval. Directors should discuss any intent to
           seek election or accept an appointment with the Chair of the Audit
           Committee or Chairman of the Board of Directors.


           Gifts, Gratuities, Solicitations, Loans and Guarantees

           Our suppliers, customers, contractors, and other business partners
           and affiliates contribute significantly to our Company's success, and
           must be confident that they will be treated fairly. Employees,
           officers and directors should neither give to, nor accept or solicit


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<PAGE>
           from, any company or person that does business or is seeking to do
           business with the Company any gifts, gratuities, guarantees,
           entertainment or other things of value that may be, or may reasonably
           be viewed as, intended to influence a business decision. Generally,
           it may be presumed that things of value of $500 or less are not
           intended to influence a business decision. If you are contemplating
           giving or accepting a gift, service or other thing with a value in
           excess of $500, you should obtain a prior written approval from your
           manager or supervisor, and report such offer or solicitation to the
           CEO. Giving cash gifts to, or accepting cash gifts from, persons who
           do or seek to do business with the Company is never permissible,
           whatever the amount. Similarly, giving or accepting gifts, services
           or other things, to or from a competitor is never permissible,
           whatever the amount.

           Employees and officers may not solicit political or charitable
           contributions or other support, or buy or sell goods or services, or
           distribute non-work-related material, during working hours or in
           areas where work is being performed.

           No employee, officer or director may accept loans or guarantees of
           obligations (except from banks or other entities that provide such
           services in the normal course and at arms' length) from any
           individual, organization or entity doing or seeking to do business
           with the Company. Any offer of a loan or guarantee should be reported
           to the CEO.


           Corporate Opportunities

           Employees, officers and directors owe a duty to the Company to
           advance its legitimate interests when the opportunity to do so arises
           and may not, for personal or any other person's or entity's gain,
           deprive the Company of any business opportunity that relates to any
           existing or reasonably anticipated future activity of the Company,
           without the Company's express consent. If you learn of an opportunity
           through your association with the Company, you may not disclose it to
           a third party or invest in the opportunity without first disclosing
           the opportunity to the Company.

           In addition, no employee, officer or director may participate in an
           initial public offering or otherwise accept special investment
           opportunities from a supplier, vendor (including banks or financial
           advisers), or customer with whom the Company is doing business or
           that is seeking to sell products or services to the Company without
           first disclosing the opportunity to the CEO and obtaining the
           Company's express consent.


           Service on Boards of Other Companies

           Officers must obtain approval from the CEO before agreeing to serve
           on the board of directors or similar body of a for-profit enterprise
           or government agency. Directors must notify the chair of the
           Corporate Governance and Compensation Committee of any intention to


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           commit to serve on a corporate board, so that any potential conflicts
           can be addressed. Serving on boards of not-for-profit or community
           organizations does not require prior approval. However, if it may
           pose a conflict of interest (for example, the organization solicits
           charitable contributions from the Company or purchases significant
           services from the Company), full disclosure should be made of the
           conflict or apparent conflict.


           Accounting Practices, Books & Records and Record Retention.

           It is the policy of the Company to fully and fairly disclose the
           financial condition of the Company in compliance with applicable
           accounting principles, laws, rules and regulations and to make full,
           fair, accurate, timely and understandable disclosure in all reports
           filed with all applicable securities regulatory bodies (including the
           Ontario Securities Commission and the Securities and Exchange
           Commission) or other government agency and in other communications
           with securities analysts, rating agencies and investors. Honest,
           complete and accurate recordkeeping and reporting of information is
           critical to our ability to make responsible business decisions. The
           Company's accounting records are relied upon to produce reports for
           the Company's management, rating agencies, investors, creditors,
           governmental agencies and others. Our financial statements and the
           books and records on which they are based must accurately reflect all
           corporate transactions and conform to all legal and accounting
           requirements and our system of internal controls.

           Every employee is involved in recordkeeping and reporting of some
           kind. It is important that it be done honestly and accurately. All
           employees, officers and directors have a responsibility to ensure
           that our records do not contain any false or intentionally misleading
           entries, or intentional misclassification of transactions and, in
           particular:

           o          All accounting records, as well as reports produced from
                      those records, are to be kept and presented in accordance
                      with the laws of each applicable jurisdiction;

           o          All records are to fairly and accurately reflect the
                      transactions or occurrences to which they relate;

           o          All records are to fairly and accurately reflect in
                      reasonable detail the Company's assets, liabilities,
                      revenues and expenses;

           o          No accounting records are to contain any intentionally
                      false or misleading entries;

           o          No transactions are to be misclassified as to accounts,
                      departments or accounting periods;

           o          All transactions are to be supported by accurate
                      documentation in reasonable detail and recorded in the
                      proper account and in the proper accounting period; and


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           o          All accounting records are to comply with generally
                      accepted accounting principles.

           o          The Company's system of internal administrative and
                      accounting controls, including compensation controls,
                      designed to safeguard and preserve the Company's assets,
                      is required to be followed at all times.

           Our internal control systems are designed to ensure that all business
           transactions are properly authorized by management, are executed in
           accordance with such authorization and are appropriately reflected on
           the Company's books and records. Where employees, officers or
           directors are responsible for the acquisition or disposition of
           assets for the Company, or are authorized to incur liabilities on the
           Company's behalf, they must be careful not to exceed the authority
           vested in them.

           Any effort to mislead or coerce the independent auditors or a member
           of internal audit staff concerning issues related to audit,
           accounting or financial disclosure has serious legal consequences for
           the perpetrator, including criminal sanctions, and for the Company
           and is strictly prohibited. If you become aware of any violation of
           this policy, you must report the matter immediately to the Chair of
           the Audit Committee.

           Destroying or altering a document with the intent to impair the
           document's integrity or availability for use in any potential
           official proceeding is a crime. In addition, documents relevant to
           any pending, threatened, or anticipated litigation, investigation, or
           audit shall not be destroyed for any reason. This policy is mandatory
           and shall be followed by everyone. Any belief that Company records
           are being improperly altered or destroyed should be reported to the
           CEO or Chair of the Audit Committee.


           Disclosure of Information to the Public, the Media and Analysts

           It is the policy of the Company to provide clear, accurate, complete,
           timely and consistent disclosure in all government filings and public
           communications, in compliance with all applicable law, regulations
           and rules. This is true for all situations where information is
           conveyed, no matter how informally. It is against both the law and
           Company policy for any person acting on behalf of the Company to
           disclose non-public information to securities professionals or
           investors unless the information has first or simultaneously been
           disclosed to the public. The Company has appointed designated
           spokespersons who are the only personnel authorized to discuss
           information about the Company with persons outside the Company. If
           you receive an outside inquiry or request for information, you must
           record the name of the person and immediately notify Jason Hogan of
           The Equicom Group Inc. Any requests for information from government
           or law enforcement agencies should be forwarded to the CEO.


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           Insider Trading/Tipping

           No employee, officer or director may trade in securities while in
           possession of material inside information or disclose material inside
           information to third parties ("tipping"). Material inside information
           is any information that has not reached the general marketplace and
           is likely to be considered important by investors deciding whether to
           trade (e.g., earnings estimates, significant business investments,
           mergers, acquisitions, dispositions and other developments, expansion
           or curtailment of operations, and other activity of significance).
           Using material inside information for trading, or tipping others to
           trade, is both unethical and illegal, and will be dealt with
           decisively by the Company.

           Accordingly, no employee, officer or director of the Company may:

           o          Trade securities of a company while in possession of
                      material inside information with respect to that company;

           o          Recommend or suggest that anyone else buy, sell, or hold
                      securities of a company while such employee is in
                      possession of material inside information with respect to
                      that company, officer or director (this includes formal or
                      informal advice given to family, household members and
                      friends); and

           o          Disclose material inside information to anyone, other than
                      those persons who need to know such information in order
                      for the Company to properly and effectively carry out its
                      business (e.g., to lawyers, advisers and other Company
                      employees working on the matter).

           Of course, where material inside information is permitted to be
           disclosed, the recipient should be advised of its non-public nature
           and the limitations on its use. Any questions as to whether
           information is material or non-public should be directed to the CEO.


           Fair Dealing

           It is the policy of the Company to deal fairly with our suppliers,
           customers, competitors and employees. No employee, officer or
           director should take unfair advantage of anyone through manipulation,
           concealment, abuse of privileged information, misrepresentation of
           material facts, or any other unfair-dealing practice. This commitment
           to fairness includes:

           o          Respecting the confidentiality, privacy and intellectual
                      property rights of our suppliers, clients, business
                      partners, competitors and others. Employees, officers and
                      directors are strictly forbidden from stealing or misusing
                      the intellectual property owned or maintained by another,
                      and from using trade secrets or any other confidential
                      information obtained by improper means such as burglary,
                      wiretapping, stealing, bribing the key employees of other
                      businesses, electronic eavesdropping, sifting through
                      garbage belonging to competitors, or any form of
                      misrepresentation.


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           o          Purchasing products and services based on quality and
                      price. Purchases of goods and services must not include
                      kickbacks or rebates, and group boycotts of suppliers are
                      prohibited.

           o          Producing fair and accurate advertisements. False or
                      misleading statements to sell or market Company products
                      or services are to be strictly avoided. Immediate efforts
                      should be made to correct any misunderstanding that may
                      exist with a customer or potential customer.


           Trade Practices and Antitrust Compliance

           The Company strives to compete vigorously and fairly. All employees,
           officers and directors are expected to comply with both the letter
           and the spirit of all applicable federal, state/provincial and
           foreign antitrust and pricing laws and requirements relating to
           unfair competition and other trade practices. Antitrust violations
           may result in lengthy and expensive litigation, treble damage
           liability and injunctions or orders affecting the Company's property
           and/or business. Violations can also lead to criminal penalties for
           the offending individuals. There are many types of conduct that
           antitrust and trade regulation laws may prohibit under certain
           circumstances and these laws are complex. Whenever in doubt about the
           legality of any action, consult with the CEO.

           Antitrust laws prohibit the Company from entering into agreements or
           understandings with its competitors to fix or manipulate prices of
           goods or services, allocate markets or customers, limit service or
           boycott certain companies or organizations. It is not illegal or
           improper for employees, officers and directors of the Company and its
           competition to meet and talk from time to time, particularly at trade
           or industry meetings. However, under no circumstances shall any
           Company employee, officer or director discuss with a competitor
           prices, projected sales, revenues, expenses, costs, product or
           service developments, pricing strategies, bidding practices,
           territories, distribution channels, marketing methods or non-public
           market studies, or customers.

           If your position involves setting prices or other terms or conditions
           of sale, marketing, purchasing, participating in trade associations
           or standards-setting groups, or working on acquisitions, divestures,
           joint ventures or licensing, you have a heightened obligation to be
           familiar with antitrust and trade practices compliance, and related
           Corporate Policies.


           International Business Dealings

           The Company is committed to applying uniformly high standards of
           ethics and business conduct in every country in which it operates,
           and in every business relationship and affiliation it has worldwide.
           In our active pursuit of international business in an increasingly
           global economy, the Company is guided both by the laws and
           regulations of the United States and Canada (including the Foreign
           Corrupt Practices Act, export controls, anti-boycott regulations,
           trade embargoes, antitrust laws and Treasury Department of Foreign


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           Assets Control restrictions) and the laws and regulations of the
           countries within which we do business. In some circumstances, of
           course, that will mean that the Company is subject to different
           rules, and thus will do business somewhat differently from country to
           country. Additionally, laws may be in conflict; in such circumstances
           you should contact the CEO. One thing however, is constant: wherever
           we do business, we are committed to doing business ethically and
           within the law. This means that employees and officers involved in
           foreign business transactions must be familiar with, and adhere to,
           all applicable laws and regulations.


           Government Investigations, Interviews and Subpoenas

           It is the Company's policy to cooperate promptly and fully with
           appropriate government investigations and interviews. All employees,
           officers and directors who are participating in government
           investigations are responsible for giving answers that are truthful,
           complete, concise, accurate and unambiguous. To protect the legal
           rights of the Company and assure appropriate response, all subpoenas,
           information and document requests or inquiries for information from
           government or enforcement agencies or relating to investigations or
           lawsuits or potential claims should be referred immediately to the
           CEO.


           Government Contracts

           Contracting with the government may form a part of the Company's
           business. It is absolutely essential that the Company and its
           employees, officers and directors comply strictly with the laws and
           regulations, which apply to government contracting. Persons engaged
           in contract negotiations with the federal and/or state/provincial
           governments should be accurate and truthful in all statements,
           correspondence and other communications. Employees, officers and
           directors are prohibited from offering, soliciting, providing or
           accepting any gift or other thing of value for the purpose of
           improperly obtaining or rewarding favorable treatment in connection
           with government contracting.


           Political Contributions

           Active participation in the political life of your community is a
           critical part of being a good citizen, but political activity by the
           Company and its employees, officers and directors raises important
           ethical and legal concerns. Under federal and many state/provincial
           laws, the Company is prohibited from making political contributions
           to political parties or candidates. Political contributions include
           the donation of property or services and the purchase of tickets to
           fund-raising events, as well as direct cash contributions. Where
           corporate political contributions are legal in connection with
           state/provincial or local elections, such contributions shall be made
           only from funds allocated for that purpose and with the written
           approval of the CEO. It is improper for an employee, officer or
           director to use his or her position within the Company to solicit
           political contributions from another employee, officer or director


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           for the purpose of supporting a political candidate or influencing
           legislation of his or her personal choice. It is also improper for
           employees, officers and directors to make political contributions in
           the name of the Company and then seek reimbursement. Employees,
           officers and directors may make direct contributions of their own
           money, but such contributions are not reimbursable by the Company.


           Government Relations; Foreign Corrupt Practices Act

           The Company forbids payments of any kind to any official, agent or
           employee of any other government, for the purpose of obtaining or
           retaining business, or for the purpose of influencing favorable
           consideration or treatment regarding a business activity or other
           matter. Offers of employment to government officials must be
           authorized in advance by the CEO.

           The Company is subject to the Foreign Corrupt Practices Act, which
           makes it unlawful for the Company (as well as any officer, director,
           employee or another person acting on its behalf) to offer, pay,
           promise to pay or authorize the payment or promise of anything of
           value, to any foreign official for the purpose of obtaining,
           retaining or directing business. Other countries have similar
           legislation. Employees, officers and directors must consult with the
           CEO before making any type of gift or payment to an individual
           government official.


           Reporting Illegal and Unethical Behavior/Compliance Procedures

           Part of your responsibility to the Company (and your job!) is to help
           enforce compliance with the Code and Corporate Policies. Please be
           alert to possible violations of this Code, Corporate Policies, or
           applicable law, regulations and rules. You have an affirmative duty
           to promptly report any situation that may involve or lead to a
           violation of this Code, any other part of the Compliance Program, or
           applicable laws, regulations or rules. You should not delay reports
           while waiting for "hard evidence." All employees, officers and
           directors are expected to cooperate in any Company investigation. In
           addition, any employee, officer or director who is convicted of a
           felony must promptly report that fact to the CEO.

Except as provided in the next paragraph, violations and suspected violations
should be reported (including confidential and anonymous reports) by sending a
letter to:

           Lee Hartwell,
           President and CEO
           Hemosol Corp.


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           Concerns or complaints regarding accounting, internal accounting
           controls or auditing matters should be reported (including
           confidential and anonymous complaints) through by letter to the Chair
           of the Audit Committee, as follows:

           Mr. Edward McCormack
           30 Golfdale Road
           Toronto, Ontario
           M4N 2B6

           Whenever possible, the Company will keep the identities of employees,
           officers and directors about or against whom allegations of
           violations are made confidential. To the extent possible, the Company
           will also protect the identity of the reporting party. Whenever you
           are in doubt about the best course of action in a particular
           situation, you should talk to any of Human Resources, your immediate
           supervisor, unit Vice President or the CEO.


           Whistle-Blowers and Non-Retaliation

           The Company encourages the communication of bona fide concerns
           relating to the lawful and ethical conduct of business, and audit and
           accounting procedures or related matters. It is also the policy of
           the Company to protect those who communicate bona fide concerns from
           any retaliation for such reporting. Reprisal, retribution or
           retaliation by anyone within the Company against anyone who has, in
           good faith, reported a violation or suspected violation by another is
           strictly prohibited. Examples of such reprisal, retribution or
           retaliation include dismissal, making untrue negative statements
           about work habits or productivity, providing less desirable work
           assignments, withdrawing pension or other benefits or committing any
           act or engaging in any conduct designed to intimidate or harass.

           Confidential and anonymous mechanisms for reporting concerns are
           available as described above. However, anonymous reporting does not
           serve to satisfy a duty to disclose your involvement in a conflict or
           potential conflict of interest or in unethical or illegal conduct.


           Waivers and Violations of This Code

           Allegations of and concerns about violations of this Code will be
           reviewed and investigated by the Company's Corporate Governance and
           Compensation Committee, or, in appropriate circumstances, by the
           Audit Committee of the Board of Directors so that corrective action
           may be taken. Any waivers of this Code relating to Company executive
           officers or directors may be made only by the Audit Committee and
           shall be disclosed as appropriate. Any waivers of this Code relating
           to employees may be made by the Corporate Governance and Compensation
           Committee, and will be reported to the Audit Committee.


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           Those who violate the standards in this Code or Corporate Policies,
           including through a failure to report a violation or make appropriate
           disclosures, or who fail to comply with federal, state/provincial,
           local and any applicable foreign laws, will be subject to
           disciplinary actions, which may include termination of their
           relationship with the Company and/or reports to appropriate
           regulatory or law enforcement agencies. The Company may also seek
           restitution from any employee or officer for losses resulting from
           his or her violations. In addition, disciplinary action may also be
           taken against managers or executives who condone, permit or fail to
           take appropriate action against or fail to exercise reasonable care
           to discover illegal, unethical or other improper conduct, or who
           retaliate against those who come forward in good faith with bona fide
           concerns.












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