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                                                                       EXHIBIT 4
                   CODE OF ETHICS FOR OUR PRINCIPAL EXECUTIVE

                      OFFICERS AND SENIOR FINANCIAL OFFICER

SET FORTH BELOW IS A CODE OF ETHICS THAT COMPLIES WITH THE REQUIREMENTS OF
SECTION 406 OF THE SARBANES-OXLEY ACT OF 2002 AND ANY CANADIAN SECURITIES
REGULATIONS.

INTRODUCTION

This Code of Ethics is applicable to the Company's principal executive officers,
principal financial officer or any person performing similar functions (which
are referred to in this Code of Ethics as "Financial Managers"). References in
this Code of Ethics to the Company mean the Company or any of its subsidiaries.

While the Company and its shareholders expect honest and ethical conduct in all
aspects of our business from all employees, the Company and its shareholders
expect the highest possible standards of honest and ethical conduct from our
Financial Managers. You are setting an example for other employees and are
expected to foster a culture of transparency, integrity and honesty. Compliance
with this Code (and the code of Business Conduct and Ethics) is a condition to
your employment and any violations will be dealt with appropriately and, if
warranted, severely.

In accordance with the rules of the U.S. Securities and Exchange Commission (the
"SEC") and Canadian Securities regulations, any change or waiver of this code
will be disclosed in our annual report on Form 40-F.

CONFLICTS OF INTEREST

A conflict of interest occurs when your personal interests interfere, or appear
to interfere, in any way, with the interest of the Company. A conflict of
interest can arise either when you have an interest that may make it difficult
for you to perform your professional obligations fully or when you otherwise
take action for your direct or indirect benefit or the direct or indirect
benefit of a third party that is not consistent with the interests of the
Company. Conflicts of interests also arise when you, or a member of your family,
receive improper personal benefits as a result of your position in the Company.
Loans to, or guarantees of obligations of, any employees, officers, directors or
any of their family members are likely to pose conflicts of interest, as are
transactions of any kind between the Company and any other entity in which you
or any member of your family have a material interest.

As a Financial Manager, it is imperative that you avoid any investments,
interest, association or other relationship that interferes, might interfere, or
might be thought to interfere, with your independent exercise of judgment in the
Company's best interest and other wise with your professional obligations to the
Company.

Any material transaction or relationship that reasonably could be expected to
give rise to a conflict of interest must be disclosed as soon as possible to the
chairman of the Audit Committee and/or Chairman of the Corporate Governance
Committee.

ACCURATE PERIODIC REPORTS

As you are aware, full, fair, accurate, timely and understandable disclosure in
the reports and other documents that we file with, or submit to, the SEC and in
our other public communications is critical for us to maintain our good
reputation, to comply with our obligations under the securities laws and to meet
the expectations of our shareholders and other members of the investment
community. You are to exercise the highest standard of care in preparing such
reports, documents and other public communications, or in ensuring that such
reports, documents and other public communications are prepared, in accordance
with the guidelines set forth below.

          o    Compliance with generally accepted accounting principles is
               required at all times. However, technical compliance with GAAP
               may not be sufficient and, to the extent that technical
               compliance with GAAP would render financial information that the
               Company reports misleading, additional disclosure will be
               required.

          o    Compliance with the Company's system of internal accounting
               controls is required at all times, and no action designed to
               circumvent such controls and procedures will be tolerated.



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          o    Compliance with the Company's disclosure controls and procedures
               is required at all times, and no action designed to circumvent
               such controls and procedures will be tolerated.

FINANCIAL RECORDS

Financial Mangers are responsible for establishing and managing our financial
reporting systems to ensure that:

          o    All financial transactions are properly authorized.

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

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

          o    The Company's accounting records do not contain any false or
               intentionally misleading entries.

          o    No transactions are intentionally misclassified as to accounts,
               departments or accounting periods.

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

          o    No information is concealed from the internal auditors, the
               independent auditors, the Audit Committee or the full board of
               directors.

COMPLIANCE WITH LAWS

Financial Mangers are expected to comply with both the letter and spirit of all
applicable laws and government rules and regulations. You will be responsible
for establishing and maintaining procedures to:

          o    Educate members of the finance department about applicable laws
               and governmental rules and regulations.

          o    Monitor compliance of the finance department with applicable laws
               and governmental rules and regulations.

          o    Identify any possible violations of applicable laws and
               governmental rules and regulations and report to the Audit
               Committee and correct in a timely and effective manner any
               violations of applicable laws or governmental rules and
               regulations.

ETHICAL CONDUCT

Financial Managers will promote the highest standards of ethical and honest
conduct in the finance department. You will be responsible for establishing and
maintaining procedures that:

          o    Encourage and reward professional integrity.

          o    Eliminate any pressure or incentive to achieve specific financial
               results by altering any records or the entries, or willfully
               misapplying accounting polices or GAAP, or by entering into
               transactions that are designed to circumvent accounting controls
               or otherwise disguise the true nature of the transaction.

          o    Encourage members of the finance department to report deviations
               from accounting policies and practices.

COMPLIANCE WITH THIS CODE

If you fail to comply with this Code of Ethics or applicable laws, rules or
regulations (including without limitation all rules and regulations of the SEC)
you will be subject to disciplinary measures, up to and including discharge from
the Company.



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You are expected to report violations of this Code of Ethics promptly to the
Chairman of the Audit Committee and/or the Chairman of the Corporate Governance
Committee.




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