Exhibit 16.2
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                  SUPPLEMENTAL CODE OF ETHICS FOR THE CEO AND
                   SENIOR FINANCIAL OFFICERS OF HEMOSOL CORP.
                   ------------------------------------------

           This Supplemental Code of Ethics is applicable to the Chief Executive
Officer ("CEO"), the Chief Financial Officer ("CFO") and other senior officers
of Hemosol Corp. and its subsidiaries and affiliates (together, "The Company" or
the "Company") identified below.

           The Company has also adopted a Code of Business Conduct and Ethics
(the "Code") that applies to directors, officers and employees of the Company.
The CEO, CFO and other senior officers of The Company that are subject to this
Supplemental Code of Ethics are also subject to the Code. In adopting both this
Supplemental Code of Ethics and the Code, the Company has recognized the vital
importance to the Company of conducting its business subject to the highest
ethical standards and in full compliance with all applicable laws and, even
where not required by law, with the utmost integrity and honesty.

PERSONS COVERED BY THIS CODE OF ETHICS
--------------------------------------

           This Supplemental Code of Ethics is applicable to each officer of the
Company or its affiliates having any or all of the following responsibilities
and/or authority, regardless of formal title: the Chief Executive Officer, the
Chief Financial Officer, the chief accounting officer, the controller, the
treasurer, the chief tax officer, the chief legal officer, the general auditor,
any assistant general counsel responsible for finance matters, any assistant
controller and any regional or business unit financial officer (each, a "Covered
Officer"). This Supplemental Code of Ethics applies to a Covered Officer
irrespective of the affiliated company or other entity that employs such Covered
Officer. All references herein to dealings with, or actions of or transactions
with, the Company refer also to dealings with, or actions of or transactions
with, any Company subsidiary or affiliate and any other entity in which the
Company has a substantial investment.

GENERAL PRINCIPLES
------------------

           In all of their dealings on behalf of, or with, the Company, each
Covered Officer must:

           o          Engage in and promote honest and ethical conduct,
                      including by avoiding actual or potential conflicts of
                      interest between personal and business or professional
                      relationships;

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           o          Act in good faith, responsibly, with due care, competence
                      and diligence, without misrepresenting material facts or
                      allowing his or her independent judgment to be
                      subordinated to the judgment of others;

           o          Produce full, fair, accurate, timely, and understandable
                      disclosure in reports and documents that the Company makes
                      in documents filed with, or submitted to all applicable
                      securities regulatory agencies and in other public
                      communications;

           o          Comply with all applicable laws, rules and regulations
                      (including, but not limited to, those relating to
                      disclosure of the business activities and/or performance
                      of the Company);

           o          Promptly report violations of this Supplemental Code of
                      Ethics, or of the Code to the appropriate persons;

           o          Protect the confidentiality of non-public information
                      about the Company and its customers or suppliers or other
                      business partners/co-venturers, and prevent the
                      unauthorized disclosure of such information unless
                      required by applicable law;

           o          Ensure the responsible use of, and control over, all
                      Company assets and resources entrusted to his or her care;
                      and

           o          Assume accountability for compliance with, and the
                      interpretation and enforcement of, this Supplemental Code
                      of Ethics.

IMPLEMENTING POLICIES AND PROCEDURES
------------------------------------

           In furtherance of the general principles stated above, each Covered
Officer must adhere to the following set of implementing policies and
procedures:


1.         Avoidance and Handling of Conflict of Interest Situations.

           Each Covered Officer is expected to avoid whenever practicable
situations where his or her personal interest may conflict with, or be
reasonably perceived to conflict with, the best interests of the Company and,
where it is not possible to avoid an actual or apparent conflict of interest, to
act in a manner expected to protect and advance the Company's sole best
interest. Accordingly, a Covered Officer:

           o          is not permitted to compete, either directly or
                      indirectly, with or against the Company;

           o          is not permitted to receive compensation in connection
                      with services performed relating to any transaction
                      entered into by the Company, other than compensation


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                      received in the ordinary course of the Covered Officer's
                      employment by the Company;

           o          should avoid making any personal investment, acquiring any
                      personal financial interest or entering into any
                      association that interferes, might interfere, or might
                      reasonably be thought to interfere, with his or her
                      independent exercise of judgment on behalf of the Company
                      and in its best interests; and

           o          take or otherwise appropriate for his or her personal
                      benefit, or for the benefit of any other person or
                      enterprise, any opportunity or potential opportunity that
                      arises or may arise in any line of business in which the
                      Company or any Company subsidiary or affiliate engages or
                      is considering engaging without first notifying and
                      obtaining the written approval of the CEO or his/her
                      designee, and, with respect to the CEO him or herself, by
                      obtaining the written approval of the Chairman of the
                      Audit Committee.

                      >>         To protect and advance the interests of the
                                 Company in any situation where the interests of
                                 the Company and the interests of a Covered
                                 Officer may conflict or be perceived to
                                 conflict, it will generally be necessary for
                                 the Covered Officer to cease to be involved in
                                 dealing with the situation on behalf of the
                                 Company and for another director, officer or
                                 employee of the Company to act on the matter on
                                 behalf of the Company, for example in the
                                 negotiation of a transaction on behalf of the
                                 Company.

                      >>         There is no "bright-line" test for, or
                                 comprehensive definition of what constitutes, a
                                 conflict of interest, although the minimum
                                 standard is compliance with all applicable
                                 laws, this Supplemental Code of Ethics, and the
                                 Code. Accordingly, while not every situation
                                 that may give rise to a conflict of interest
                                 can be enumerated either in this Supplemental
                                 Code of Ethics or the Code, a Covered Officer
                                 must treat as a conflict of interest any
                                 situation in which that person, or any person
                                 with whom he or she has a personal
                                 relationship, including but not limited to a
                                 family member, in-law, business associate, or a
                                 person living in such Covered Officer's
                                 personal residence:

                                 |X|        solicits or accepts, directly or
                                            indirectly, from customers,
                                            suppliers or others dealing with the
                                            Company any kind of gift or other
                                            personal, unearned benefit as a
                                            result of his or her position with
                                            the Company (other than non-monetary
                                            items of nominal intrinsic value);

                                 |X|        has any financial interest in any
                                            competitor, customer, supplier or
                                            other party dealing with the Company
                                            (other than receipt of money,
                                            property or services, in any given
                                            year, in an amount exceeding the
                                            greater of $1 million or 2% of the
                                            entity's consolidated gross revenues
                                            or obtains an ownership interest in


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                                            the securities of such entity
                                            exceeding 1% of the outstanding
                                            securities in a class of
                                            securities);

                                 |X|        has a consulting, managerial or
                                            employment relationship in any
                                            capacity with a competitor,
                                            customer, supplier or other party
                                            dealing with the Company, including
                                            the provision of voluntary services;
                                            or

                                 |X|        acquires, directly or indirectly,
                                            real property, leaseholds, patents
                                            or other property or rights in which
                                            the Company has, or the Covered
                                            Officer knows or has reason to
                                            believe at the time of acquisition
                                            that the Company is likely to have,
                                            an interest.



2.         Full, Fair and Timely Disclosure; Adequacy of Disclosure Controls and
           Procedures and Internal Control Over Financial Reporting.

           The Covered Officers are responsible under applicable securities
laws, and this Supplemental Code for assuring accurate, full, fair, timely and
understandable disclosure in all of the Company's public communications,
including but not limited to any report or other document filed with or
submitted to the SEC, the Ontario Securities Commission ("OSC") or other
governmental agency or entity, or in a press release, investor conference or any
other medium in which a Covered Officer purports to communicate on behalf of the
Company. Accordingly, it is the responsibility of each of the Covered Officers
promptly to bring to the attention of the CEO of the Company any credible
information of which he or she becomes aware that would place in doubt the
accuracy and completeness in any material respect of any disclosures of which he
or she is aware that have been made, or are to be made, directly or indirectly
by the Company in any public filing or submission or any other formal or
informal public communication, whether oral or written (including but not
limited to a press release).

           In addition, each Covered Officer is responsible for promptly
bringing to the attention of the Chair of the Audit Committee any credible
information of which he or she becomes aware that indicates any deficiency in
the Company's internal controls over financial reporting within the meaning of:

                      >>         Section 404 of the Sarbanes-Oxley Act and the
                                 SEC's implementing rules; and/or

                      >>         the Company's disclosure controls and
                                 procedures for preparing SEC reports or other
                                 public communication as mandated by Section 302
                                 of the Sarbanes-Oxley Act and the SEC's
                                 implementing rules; or

                      >>         any applicable, analogous law, regulation, rule
                                 or legislation;

even if a materially inaccurate or incomplete disclosure by or on behalf of the
Company has not resulted or is not expected imminently to result from such
deficiency.

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           Each Covered Officer is reminded, moreover, that the Company is
required by law and its Code to keep books and records that accurately and
fairly reflect its business operations, its acquisition and disposition of
assets and its incurrence of liabilities, as part of a system of internal
accounting controls that will ensure the reliability and adequacy of these books
and records and that will ensure that access to Company assets is granted only
as permitted by Company policies.


3.         Compliance with the Code of Ethics; Violations of Law.

           Each Covered Officer will promptly bring to the attention of the CEO
(or such other person as may be designated by the Board of Directors of the
Company (the "Board") from time to time) any credible information he or she may
receive or become aware of indicating:

           o          that any violation by a Covered Officer of this
                      Supplemental Code of Ethics either has occurred, may be
                      occurring, or is imminent;

           o          that any violation of the U.S. or Canadian law or any rule
                      or regulation respectively thereunder by a Covered Officer
                      has occurred, may be occurring, or is imminent; or

           o          that any violation by a Covered Officer of any other law,
                      rule or regulation applicable to the Company has occurred,
                      is occurring or is imminent.

           In reporting violations under this section, Covered Officers may
utilize the confidential or anonymous complaint procedures contained in the
Code. In addition, in the event that the CEO is implicated or is potentially
implicated in any alleged violation under this section, Covered Officers may
report such violations directly to the Chairman of the Audit Committee in
accordance with the complaint mechanism set forth in the Code.

           The CEO and the Audit Committee will have responsibility for
investigating and responding to violations reported under this section. The CEO
will ensure that the Audit Committee is also promptly informed of all violations
reported under this section that are considered credible and meritorious.

           A completed certificate attesting to compliance with this Code of
Ethics will be obtained from all Covered Officers by the CEO promptly after the
approval of this Code of Ethics by the Board of Directors or an individual
becoming a Covered Officer, as pertinent, and, thereafter on an annual basis.
The CEO will make all such certificates available to the Audit Committee upon
request.

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4.         Independent Auditors.

           Covered Officers are prohibited from directly or indirectly taking
any action to fraudulently influence, coerce, manipulate or mislead the
Company's independent public auditors for the purpose of rendering the financial
statements of the Company misleading.

5.         Amendments to and Waivers of the Code of Ethics.

           Where an amendment to or waiver of this Supplemental Code of Ethics
may be necessary or appropriate with respect to a Covered Officer, such person
shall submit a request for approval to the Board, through the CEO. Only the
Board, or a duly authorized committee of the Board, may grant waivers from
compliance with this Supplemental Code of Ethics or make amendments to this
Supplemental Code of Ethics. All waivers, including implicit waivers, and
amendments will be publicly disclosed as required by SEC or other applicable
body or regulations, and no waiver, implicit waiver or amendment of this
Supplemental Code of Ethics will become effective until such public disclosure
is made. For this purpose, a "waiver" means the approval by the Board of a
material departure from a provision of this Supplemental Code of Ethics and an
"implicit waiver" means the failure of the Board to take action within a
reasonable period of time regarding a material departure from a provision of
this Supplemental Code of Ethics after any executive officer of the Company has
become aware of such material departure.

           If the Board, or a duly authorized committee or representative of the
Board, decides to grant a waiver from this Supplemental Code of Ethics, it will
ensure that, if the circumstances warrant, the waiver is accompanied by
appropriate controls designed to protect the Company from the risks of the
transaction with respect to which the waiver is granted. The CEO will be advised
of the waiver for the purposes of ensuring prompt disclosure of the waiver and
modification (if required) of the Company's disclosure controls or procedures in
light of the waiver.

6.         Sanctions for Violations.

           In the event of a violation of this Supplemental Code of Ethics by a
Covered Officer, the Board or the Audit Committee, as appropriate, will
determine the appropriate actions to be taken after considering all relevant
facts and circumstances. Such actions will be reasonably designed to:

           o          deter future violations of this Supplemental Code of
                      Ethics or other wrongdoing; and

           o          promote accountability for adherence to the policies of
                      this Supplemental Code of Ethics and other applicable
                      policies.


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           In determining the appropriate sanction in a particular case, the
Board or the Audit Committee, in consultation with the CEO and other members of
senior management as deemed appropriate by the Board or Audit Committee, may
consider the following matters:

           o          the nature and severity of the violation;

           o          whether the violation was a single occurrence or repeated
                      occurrences;

           o          whether the violation appears to have been intentional or
                      inadvertent;

           o          whether the individual(s) involved had been advised prior
                      to the violation as to the proper course of action; and

           o          whether or not the individual in question had committed
                      other violations in the past.

           Covered Officers are reminded that violations of this Supplemental
Code of Ethics may also constitute violations of law that may result in civil or
criminal penalties for the Covered Officers and/or the Company.










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