Code
of Ethics and Conduct






1.0 Introduction





Constitution
Mining Corp. (“CMC”) has adopted this Code of Ethics and Conduct to communicate
to all CMC people the ethical and legal standards that we expect you to observe
when dealing with CMC, your CMC colleagues and those individuals and businesses
with whom CMC does business, including, without limitation, service providers,
consultants, suppliers and independent contractors.




We expect
all CMC people to act ethically and obey the law.  When you encounter
ethical or legal issues where you are not certain about the correct course of
action, you should use the principles described in this code as guideposts in
deciding how to proceed.  We have adopted this code to give you
guidance for resolving these ethical and legal issues.  In particular,
this code addresses the following general topics:




•           Observing
all laws and regulations;




•           Avoiding
conflicts of interest;




•           Maintaining
accurate and complete company records;




•           Protecting
confidential information; and




•           Ethical
concerns as to executive officers and directors.




Because
rapid changes in our industry and in the law constantly present new issues, we
cannot create guidelines that address all circumstances or constitute the
definitive answer on any question.  When you are in doubt about the
correct or best course of action, you should always consider consulting our
Chief Executive Officer or Chief Financial Officer for guidance.




We firmly
believe that a strong commitment to ethical and legal conduct is essential for
us to successfully achieve our goals.  We therefore require all CMC
people to comply with this code.  To help ensure this compliance, we
have established a procedure for reporting suspected violations of the
code.  Any violations of the code may result in disciplinary
action.  These matters are described in more detail at the end of this
code.




Throughout
this code, we use the terms "CMC people", "you" and "your" to refer to all CMC
officers, directors and independent contractors, and the terms "CMC", the
"Company", "we" and "our" to refer to Constitution Mining
Corp.   We use the term "code" to refer to this document, as it
may be amended from time to time.




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2.0           Observing all Laws and
Regulations





2.1           Generally




We expect
you to comply with all applicable local, state and federal laws and regulations,
both domestic and international, and refrain from illegal, dishonest or
unethical conduct.  Although laws and regulations may sometimes be
ambiguous and difficult to interpret, we expect you to make a good-faith effort
to follow both the letter and the spirit of the law.




In
addition, we expect you to comply with all CMC policies and procedures which
apply to you.  These include, but are not limited to, our policies on
equal opportunity, harassment, drug-free workplace, computer usage and
information technology, data protection, expense reimbursement and travel, as
well as our internal financial controls and procedures.  We may modify
or update these policies and procedures in the future, and adopt new Company
policies and procedures from time to time.  You are also expected to
observe the terms of any agreement to which you are party, including any
non-disclosure, non-solicitation and/or non-compete agreement, employment
agreement or similar agreement.  If you have previously signed one of
these agreements with CMC, it remains in full force and effect.




2.2           Bribes and
Kickbacks




Bribery
is illegal and subject to criminal penalties in the United States and many other
countries.  Bribery is forbidden under the U.S. Foreign Corrupt
Practices Act, which is described in more detail in Section 2.3 of this code,
and other laws and regulations.  You may not give any bribes,
kickbacks or other similar considerations to any person or organization to
attract business.  All decisions regarding the purchasing of
materials, supplies and services must be made on the basis of competitive price,
quality and performance, and in a way that preserves CMC's
integrity.




Fees,
commissions or other amounts paid to outside consultants, agents or other third
parties must be fully disclosed to our Chief Financial Officer, and must be
legal, proper and reasonable in relation to customary commercial
practice.  Payments to these persons should never be used to
accomplish indirectly what CMC could not properly or legally do
directly.




You
should also be familiar with, and observe, the provisions of Section 3.3 of this
code relating to gifts, gratuities and entertainment, because the giving or
receiving of such items could constitute an illegal bribe or kickback under
certain circumstances.




2.3           International
Operations




You are
expected to comply with our policies applicable to international business
transactions and with the legal requirements and ethical standards of each
country in which you conduct CMC business, as well as with all U.S. laws
applicable in other countries.




The U.S.
Foreign Corrupt Practices Act (“FCPA”) applies to business transactions both
inside the United States and in other countries.  Its requirements
relate to accurate and complete financial books and records, transactions with
foreign government officials and restrictions on the use of funds for unlawful
or improper purposes.  Because violation of the FCPA can bring severe
penalties, including criminal fines for the Company and individuals and jail
terms, it is essential




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that you
become familiar with the FCPA's requirements if you are living or working in a
foreign country.  Other statutes that may affect our international
operations include, but are not limited to, the Anti-Bribery and Fair
Competition Act and the Export Administration Act.  If you have any
questions regarding these legal requirements, please contact an executive
officer of the Company or a member of our legal team.




2.4              Political
Activity




We do not
make contributions or payments that could be considered a contribution to
political parties or candidates, or to intermediary organizations such as
political action committees.  However, you are free to exercise your
right to make personal political contributions within legal limits, unless these
contributions are otherwise prohibited by other CMC policies.  You
should not make these contributions in a way that might appear to be an
endorsement or contribution by CMC.  You should be certain that you
understand, and are complying with, all such laws and regulations before making
any political contributions.  We will not reimburse you for political
contributions in any way.




2.5              Antitrust




Antitrust
laws generally prohibit agreements or actions that restrain trade or reduce
competition.  The free enterprise system rests on the notion that free
and open competition is the best way to ensure an adequate supply of products
and services at reasonable prices.  We expect you to adhere to both
the spirit and the letter of the antitrust laws of the United States and with
all applicable antitrust laws governing competition in any country in which CMC
does business.  Violation of antitrust laws can result in severe civil
and criminal penalties, including imprisonment for individuals, and CMC can be
subjected to substantial fines and damage awards.




The
following agreements, arrangements or understandings between CMC and its
competitors (whether oral or in writing) should be avoided:




•
            Agreements
      that affect the price or other terms or conditions of
  sale.




•
            Agreements
      regarding the clients to whom CMC will, or will not, sell its services or
      products.




•
            Agreements
      to refuse to sell to particular persons or to refuse to buy from
      particular suppliers.




•
            Agreements
      that limit the types of services or products which CMC will
      provide.




Contacts
with our competitors are sensitive and risky because courts can infer an
agreement or collusion from these contacts when they are followed by common
action or behavior.  We recognize that we may need to work with our
competitors on projects at the request of our clients.  In all
contacts with our competitors, you are expected to avoid discussing prices,
costs, competition, division of markets, marketing plans or studies, and any
other proprietary or confidential information.




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You
should consult with an executive officer of the Company or a member of our legal
team when planning to contact a competitor.  If any competitor
initiates a discussion with you involving the subjects above, you should
immediately excuse yourself from the conversation and report the matter to an
executive officer.




2.6              Securities Laws and Insider
Trading




The U.S.
federal securities laws are built on the premise that a purchaser and a seller
of securities should have equal access to important information regarding the
company whose securities they are trading.   Consequently,
federal securities laws forbid an investor from purchasing or selling securities
based upon "inside" information not available to the other party.




The
consequences of insider trading violations can be severe.  Anyone who
trades on inside information, or who communicates (or "tips") this information
to others so that they may trade, may face a civil penalty of up to three times
the profit gained (or loss avoided), substantial criminal fines and a jail term
of up to ten years.  Additionally, if we or our executive officers do
not take appropriate steps to prevent CMC people from insider trading, we may
also face severe legal consequences, including, among other things, substantial
criminal penalties.




2.6.1              Policy
Statement




CMC
people who have material, nonpublic (i.e., "inside") information about the
Company should not buy or sell CMC securities (including derivative securities
such as put and call options) until a reasonable time after the inside
information has been publicly disclosed.  You also should not disclose
inside information to others outside CMC until a reasonable time after the
information has been publicly disclosed.  In addition, it is never
appropriate for you to advise others to buy or sell CMC securities.




We
further believe that it is highly inappropriate for any CMC person to "sell
short" CMC stock or engage in transactions where the person will earn a profit
based on a decline in our stock price.




These
rules also apply to the use of material, nonpublic information about other
companies (including, for example, our clients, competitors and potential
business partners).




In
addition to you, these rules apply to your spouse, children, parents and
siblings, as well as any other family members living with you in your
household.




2.6.2              Further
Explanation




What is "inside
information"?  "Inside information" is material information
about CMC which has not been publicly disclosed.  This information can
relate to CMC's financial condition, earnings or business, or to any important
development in which we may be involved.




What information is "material"?Information is "material" if it is information that a reasonable investor
might consider important in deciding whether to buy, sell or hold
securities.  Examples of information which may be material
include:  financial results or forecasts; a significant proposed
acquisition or sale of a business; a stock split; significant litigation; and
changes in customary earnings trends.




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What information is "nonpublic"?Information is "nonpublic" until the time it has been effectively
disclosed to the public.  Effective disclosure occurs when information
is included in a press release issued by CMC, is revealed during a CMC
conference call to which the general public has been invited to participate or
is included in our public filings with the U.S. Securities and Exchange
Commission.




What is a reasonable waiting period
before purchases and sales can be made?The investing public must have
sufficient time to analyze the information that has been disclosed before CMC
insiders can trade.  For matters disclosed in a CMC press release or
conference call, a good rule of thumb is that purchases and sales can be made
beginning 48 hours after the disclosure.




What transactions are
prohibited?  A CMC person who has inside information about CMC
is prohibited from: (a) trading in CMC securities (including derivative
securities such as put and call options); (b) having others trade in CMC
securities for your benefit; and (c) disclosing the inside information to (or
"tipping") anyone else who might then trade.  These prohibitions
continue for as long as the information remains material and
nonpublic.




What transactions are
allowed?  A CMC person who has inside information about CMC
may, nonetheless exercise CMC stock options for cash (but may not sell the
option shares he or she receives upon the exercise).  These cash
option exercises are allowed because the other party to the transactions is CMC
itself, and because the option exercise prices do not vary with the market, but,
rather, are fixed in advance under the terms of the governing
plans.




2.6.3              Blackout Policy for
Financial Insiders




In
addition to our general insider trading policy, which is summarized above, we
have adopted the following "blackout" periods trading policy to help ensure
compliance with insider trading laws.   This policy applies to
all of the members of our Board of Directors, all executive officers, vice
presidents, directors and selected others with access to sensitive company
information (collectively, "Financial Insiders").




No
Financial Insider may purchase or sell any CMC securities (including derivative
securities such as put and call options) during the following
periods:




•
            The
      period beginning two weeks before the end of a fiscal quarter and ending
      48 hours after that quarter's public earnings
  release.




•
            The
      period beginning with CMC's public release of any material (previously
      nonpublic) information and ending 48 hours after the
    release.




•
            Any
      other period established from time to time by our Chief Executive Officer
      or other executive officer of the Company by notice to such Financial
      Insider due to particular "inside information" concerning the Company (as
      discussed in the general insider trading policy) to which the Financial
      Insider then has access.




This
"blackout" periods trading policy shall not apply to the exercises of CMC stock
options for cash (but not the sale of the shares received upon
exercise).




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Each
member of the Board of Directors and each Executive Officer should notify either
our Chief Executive Officer or our Chief Financial Officer before purchasing or
selling any CMC securities (including derivative securities such as put and call
options), even if none of the "blackout" periods described above are in effect,
and obtain clearance from the Chief Executive Officer or Chief Financial Officer
that the proposed purchase and sale complies with all securities laws and
regulations, including the insider trading rules.




In
addition to you, these rules apply to your spouse, children, parents and
siblings, as well as any other family members living with you in your
household.




2.7              Government
Contracting




We
frequently do business with federal, state or local government agencies in the
United States and in the other countries in which we carry on
business.  All CMC people engaged in business with these entities must
know and abide by the rules and regulations which govern relations with public
agencies.  If you have questions regarding the rules and regulations
that apply in relation to a particular governmental entity, you should contact
an executive officer of the Company.




3.0              Avoiding Conflicts of
Interest




3.1              Generally




All CMC
people have a duty of loyalty to act in the best interests of the
Company.  We expect you to avoid situations and relationships that
involve actual or potential conflicts of interest.  Generally, a
conflict of interest arises whenever your personal interests diverge from your
responsibilities to CMC or from CMC's best interests.  Put another
way, a conflict of interest is created whenever an activity, association or
relationship of yours might impair your independent exercise of judgment in
CMC's best interest.




Examples
of situations that could be perceived as conflicts of interest and should be
avoided include:




•
            Conducting
      CMC business with a company owned, partially owned, or controlled by you
      or a member of your family.




•
            Ownership
      of more than one percent of the stock of a company that competes or does
      business with CMC (other than indirect ownership as a result of owning a
      widely-held mutual fund).




•
            Working
      as an employee or a consultant for a competitor, regulatory government
      entity, client or supplier of CMC.




•
            Doing
      any work for a third party that may adversely affect your performance or
      judgment on the job or diminish your ability to devote the necessary time
      and attention to your duties.




•
            Appropriating
      or diverting to yourself or others any business opportunity or idea in
      which CMC might have an interest.




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These
situations (and others like them), where your loyalties to CMC could be
compromised, must be avoided.  If you believe that you are involved in
a potential conflict of interest, we expect you to discuss it with our Chief
Financial Officer.  If a conflict is determined to exist, you must
disengage from the conflict situation or terminate your relationship with the
Company.




3.2              Use of Our
Assets




You are
responsible for the proper use of CMC's physical resources and property, as well
as its proprietary information.




Our
offices, equipment, supplies and other resources may not be used for activities
which are not related to your service to, or employment with, CMC, except for
any activities that have been approved in writing in advance by us, or for
personal usage that is minor in amount and reasonable.  If you are
found to be engaging in, or attempting, theft of any CMC property, including
documents, equipment, intellectual property, personal property of other
employees, cash or any other items of value, you may be subject to immediate
termination and possible criminal proceedings.  We expect you to
report any theft or attempted theft to our Chief Financial Officer.




Proprietary
words, slogans, symbols, logos or other devices used to identify CMC and its
proprietary services and technologies are important business tools and valuable
assets which require care in their use and treatment.  You may not
negotiate or enter into any agreement respecting CMC's trademarks, service marks
or logos without first consulting a member of our legal team or an executive
officer of the Company.  We also respect the intellectual property
rights of others, and any proposed name of a new service or offering intended to
be sold or provided to clients should be submitted to an executive officer for
clearance prior to its adoption and use.  Similarly, using the
trademark or service mark of, or "referencing" for marketing purposes, another
company (even one with whom CMC has a business relationship), requires clearance
or approval by an executive officer, to determine whether the use of that other
company's mark is proper.  You should avoid the unauthorized use of
copyrighted or patented materials of others and should ask an executive officer
if you have any questions regarding the permissibility of photocopying,
excerpting, electronically copying or otherwise using copyrighted or patented
materials.  In addition, simply because material is available for
copying (such as content or images downloaded from the Internet) does not mean
that it is automatically legal or permissible to copy or
distribute.  All copies of work that is authorized to be made
available for ultimate distribution to the public (including all machine
readable works such as computer software) should bear the prescribed form of
copyright notice.




3.3              Gifts, Gratuities and
Entertainment




3.3.1              Giving




You may
not offer money, gifts or other items or services of value to clients or
potential clients for the purpose of securing a contract or obtaining favorable
treatment.  Business-connected favors or gifts may not be extended to
clients or suppliers (current or prospective), unless they:




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•
            Are
      consistent with customary business
practices.




•
            Do
      not have substantial monetary value and would not be viewed as improper by
      others.




•
            Do
      not violate applicable laws or
regulations.




Business
entertainment in the form of meals and beverages may be offered only if these
activities and related expenses are modest and infrequent.  Other
forms of entertainment (such as tickets to local sporting, civic or cultural
events) are allowed only if reasonable, customary and not
excessive.




3.3.2              Receiving




To
avoid even the implication of impropriety, you should decline any gift, favor,
entertainment or anything else of value from current or prospective clients,
suppliers or contractors or their representatives except for:




•
            Gifts
      that do not have substantial monetary value given at holidays or other
      special occasions.




•
            Reasonable
      entertainment at lunch, dinner or business meetings where the return of
      the expenditure on a reciprocal basis is likely to occur and would be
      properly chargeable as a business
expense.




Other
routine entertainment that is business-related such as sports outings or
cultural events is acceptable under this policy only if reasonable, customary
and not excessive.




Ultimately,
you must exercise good business judgment in deciding which situations are
unacceptable.  If there is ever any doubt as to the acceptability of
any entertainment activity, consult with our Chief Financial
Officer.




4.0              Maintaining Accurate and
Complete Company Records




4.1              Accounting and Financial
Records




We are
required under U.S. federal securities laws and generally accepted accounting
principles to keep books, records and accounts that accurately reflect all
transactions and to provide an adequate system of internal accounting and
controls.  We expect you to ensure that those portions of our books,
records and accounts for which you have responsibility are valid, complete,
accurate and supported by appropriate documentation in verifiable
form.




You
should not:




•
            Improperly
      accelerate or defer expenses or revenues to achieve financial results or
      goals.




•
            Maintain
      any undisclosed or unrecorded funds or "off the book"
    assets.




•
            Establish
      or maintain improper, misleading, incomplete or fraudulent accounting
      documentation or financial
reporting.




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•
            Record
      revenue for any project that has not fully complied with CMC's revenue
      recognition guidelines.




•
            Make
      any payment for purposes other than those described in the documents
      supporting the payment.




•
            Submit
      or approve any expense report where you know or suspect that any portion
      of the underlying expenses were not incurred or are not
      accurate.




•
            Sign
      any documents believed to be inaccurate or
  untruthful.




All CMC
people who exercise supervisory duties over CMC assets or records are expected
to establish and implement appropriate internal controls over all areas of their
responsibility.  This will help ensure the safeguarding of CMC's
assets and the accuracy of our financial records and reports.  We have
adopted various types of internal controls and procedures as required to meet
internal needs and applicable laws and regulations.  We expect you to
follow these controls and procedures to the extent they apply to you, to assure
the complete and accurate recording of all transactions.




Any
accounting entries or adjustments that materially depart from generally accepted
accounting principles must be approved by our Audit Committee and reported to
our independent auditors.  You must not interfere with or seek to
improperly influence (directly or indirectly) the review or auditing of our
financial records by our Audit Committee or independent auditors.




If you
become aware of any questionable transaction or accounting practice concerning
CMC or our assets, we expect you to report the matter immediately to our Chief
Financial Officer Counsel or to a member of our Audit Committee.  In
addition, we expect you to report all material off-balance-sheet transactions,
arrangements and obligations, contingent or otherwise and other CMC
relationships with unconsolidated entities or other persons that may have
material current or future effects on our financial condition or results of
operations to our Chief Financial Officer or to a member of our Audit
Committee.




Section
6.2 of this Code describes the procedure for making these
reports.  You may also make an anonymous report under Section 6.2 if
you are not comfortable revealing your identity when making a
report.




4.2              Disclosures to
Investors




We are
required under U.S. federal securities laws to provide the public with periodic
disclosure regarding our business and financial condition (such as quarterly and
annual reports and materials for our annual stockholders'
meeting).  We provide additional disclosures to the public through our
quarterly earnings calls and press releases.  All CMC people who
participate in the preparation or dissemination of these disclosures, or who
provide information that they know may be used in the preparation of these
disclosures, have a legal and ethical duty to ensure that the content of the
disclosures is accurate, complete and timely.




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We have
created disclosure controls and procedures which are designed to ensure that all
public disclosures are accurate, complete and timely and to ensure compliance
with the disclosure controls and procedures and to evaluate the effectiveness of
those controls and procedures on a regular basis.  If you become aware
that our public disclosures are not accurate, complete and timely, or become
aware of a transaction or development you believe may require disclosure, you
should report the matter immediately to a member of the Audit
Committee.   If you would like to know the members of the Audit
Committee, please contact our Chief Financial Officer.




4.3              Retention of
Documents




Certain
types of documents and records must be retained for specific periods of time,
because of legal and regulatory requirements, or contractual obligations to our
clients and suppliers.  These periods of time, and the types of
documents and records covered, may vary among the different countries in which
we carry on business.  We expect you to comply with the document
retention requirements that apply in the countries in which you are
working.  If you are working with these types of documents and
records, or are uncertain whether the documents or records you are working with
are subject to these "retention" requirements, please consult with a member of
our Legal team or an executive officer of the Company that is responsible for
the country in which you are working for guidance.




Whenever
you become aware that documents or records of any type may be required in
connection with a lawsuit or government investigation, you must preserve all
possibly relevant documents.  This means that you must immediately
stop disposing of or altering those documents pertaining to the subjects of the
litigation or investigation, even if that activity is ordinary or
routine.  If you are uncertain whether documents or records under your
control should be preserved because they might relate to a lawsuit or
investigation, you should contact our Chief Financial Officer.




5.0              Protecting Confidential
Information




5.1              CMC Confidential
Information




You will
often have access to information that is private to CMC, has not been made
public and constitutes trade secrets or proprietary
information.  Protection of this information is critical to our
ability to grow and compete.




Under the
laws of most countries where we do business, trade secrets are legally protected
property as long as they remain secret (meaning not generally or publicly
known).




Your
obligations with respect to our confidential trade secrets and proprietary
information are:




•           Not
to disclose the information outside of CMC.




•
            Not
      to use the information for any purpose except to benefit CMC's
      business.




•
            Not
      to disclose the information within CMC, except to other CMC people who
      need to know, or use, the information and are aware that it constitutes a
      trade secret or proprietary
information.




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These
obligations continue even after you leave CMC, until the information becomes
publicly available or until we no longer consider it a trade secret or
proprietary information.  We remind you that you may have previously
signed, as a condition of your employment, a Non-Disclosure, Non-Solicitation or
Non-Compete Agreement, Employment Agreement or other similar agreement that
governs your obligations with respect to our information.  Any
documents, papers or records that contain trade secrets or proprietary
information are our property, and must remain at the Company.




Our
confidential trade secrets and proprietary information may include, among other
things, information regarding our operations, business plans, customers,
strategies, trade secrets, records, finances, assets, technology, data or other
information that reveals the processes, methodologies, technology or "know how"
by which our existing or future products, services, applications or methods of
operation are developed, conducted or operated.




5.2              Confidential Information of
Others




In the
normal course of business, you will acquire information about many other
organizations, including clients, suppliers and competitors.  This is
a normal business activity and is not unethical in itself.  We
properly gather this kind of information for such purposes as evaluating
clients' business needs, determining system requirements, extending credit and
evaluating suppliers.  We also collect information on competitors from
a variety of legitimate sources to evaluate the relative merits of our own
services and marketing methods.




There
are, however, limits to the ways that this information should be acquired and
used.  You should not use information obtained from our clients or
suppliers in any way that harms them or violates our contractual obligations to
them.  When working with sensitive information about clients or
suppliers, you should use that information only for the purposes for which it
was disclosed to you and make it available only to other CMC people with a
legitimate "need to know".




You
should not use illegitimate means to acquire a competitor's trade secrets or
other confidential information.  Illegal practices such as
trespassing, burglary, wiretapping, bribery and stealing are obviously
wrong.  We will not tolerate any form of questionable
intelligence-gathering.




In
addition, we strive to protect the privacy of personal information of
others.  We will only collect, use, process, and disclose an
individual's personal information in accordance with applicable law, our
internal policies and our contractual obligations to our clients.




5.3              Inadvertent
Disclosure




You
should be careful to avoid the inadvertent disclosure of proprietary
information.  To avoid inadvertent disclosure, you should never
discuss with any unauthorized person proprietary information that CMC considers
confidential or which we have not made public.  You also should not
discuss this information even with authorized CMC people if you are in locations
where unauthorized people may overhear you, such as trade shows, airplanes or
elevators, or




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when
using non-secure electronic bulletin boards or databases.  You should
also not discuss this information with family members or with friends, because
they may innocently or unintentionally pass the information on to someone
else.




5.4              Contacts with Reporters,
Analysts and Other Media




Because
of the importance of the legal requirements regarding disclosure of certain
information to our investors, we must make certain that any information
regarding our business, financial condition or operating results that is
released to the public is accurate and consistent.  As a result, you
should not discuss internal CMC matters with anyone outside of CMC, except as
clearly required in the performance of your job duties.  This
prohibition applies particularly to inquiries about CMC made by the news media,
securities analysts and investors.  All responses to these inquiries
must be made only by persons who are authorized to discuss information about CMC
with the news media, securities analysts and investors.  If you
receive inquiries from these sources, you should immediately refer them to these
authorized spokespersons (please contact an executive officer of the Company for
the name of the authorized spokespersons).




6.0              Administration of this
Code




6.1              Ongoing Review of
Compliance




We
require all CMC people to comply with this code.  Upon your receipt of
this code, and also from time to time as we deem to be necessary, we will
require you to sign an acknowledgement confirming that you have read and
understood the code and agree to comply with its provisions.   We
reserve the right to monitor your continuing compliance with the provisions of
this code and to investigate any suspected violations.  If
substantiated, these violations could result in disciplinary action, as
described more fully in the following sections.




6.2              Reporting of Suspected
Violations




We expect
you to bring to the attention of our Chief Financial Officer (or any people that
the Chief Financial Officer designates) information about suspected violations
of this code by any other CMC person.  If you have information about
suspected improper accounting or auditing matters, you should bring such
information to the attention of our Chief Financial Officer or a member of our
Audit Committee.  To contact our Audit Committee or to submit a report
to them, please contact our Chief Financial Officer or our auditors, James
Stafford, Chartered Accountants, Suite 350 - 1111 Melville Street, Vancouver,
British Columbia, Canada, V6E 3V6, each of whom reports directly to our Audit
Committee, and will make sure that your information is conveyed directly to the
Audit Committee.




If you
are not comfortable revealing your identity when making a report, you can also
make an anonymous report with our Chief Financial Officer, our auditors or our
Audit Committee.




You
should feel safe in reporting this information, without regard to the identity
or position of the suspected offender.  We will treat the information
in a confidential manner (consistent with appropriate evaluation and
investigation) and will not take any acts of retribution or retaliation against
you for making a report.




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Because
failure to report criminal activity can itself be understood to condone the
crime, we emphasize the importance of reporting.   For both
criminal activity and other violations of this code, failure to report knowledge
of wrongdoing may result in disciplinary action against those who fail to
report.




6.3              Non-Retaliation




Retaliation
in any form against a CMC person who reports a violation of this code (even if
the report is mistaken but was submitted in the good faith belief it was
correct) or who assists in the investigation of a reported violation is itself a
serious violation of this code.  Acts of retaliation should be
reported immediately and may result in severe disciplinary action.




6.4              Investigation of Suspected
Violations




Suspected
violations will be investigated under the supervision of our Chief Financial
Officer, as appropriate.  You are expected to cooperate in the
investigation of reported violations.  When practical and appropriate
under the circumstances, and in order to protect the privacy of the persons
involved, those people investigating the suspected violation will attempt to
keep confidential the identity of someone who reports a suspected violation or
who participates in the investigation.  There may be situations,
however, when this information must be disclosed as part of our
investigation.




You
should be aware that our Chief Financial Officer and the other executive
officers are legally obligated to act in the best interests of CMC as a
company.  They do not act as lawyers or personal representatives for
any individual CMC person, including our CEO.  Our Board of Directors
has ultimate responsibility for final interpretation of this code and for
determining whether any violations of this code have occurred.




6.5              Disciplinary
Action




If our
Chief Financial Officer or our Board of Directors (or those acting under their
supervision) determine, in their good faith discretion, that you have violated
any provision of this code you may be subject to disciplinary action, including
termination, without prior warning.




6.6              Special Provisions
Applicable to Certain Executive Officers




It is the
policy of CMC that the Company’s Chief Executive Officer, Chief Financial
Officer and other senior finance and accounting staff (collectively, the
“Financial Executives”) with responsibility for maintaining accounting records,
preparing financial statements, preparing and filing reports with the U.S.
Securities Exchange Commission (“SEC”) and making other public communications
regarding the Company, adhere to, advocate and promote the following
principles:




•
            honest
      and ethical conduct, including the ethical handling of actual or apparent
      conflicts of interest between personal and professional
      relationships;




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•
            full,
      fair, accurate, timely and understandable disclosure in reports and
      documents that the Company files with, or submits to, the SEC and other
      public communications made by the Company;
and




•
            compliance
      with laws, rules and regulations applicable to the
  Company.




Given the
important position of trust and authority that they occupy, our Financial
Executives should act extremely cautiously in interpreting and applying this
code.  Financial Executives should consult with our outside legal
counsel with respect to any proposed actions or arrangements that are not
clearly consistent with the code.  In the event that a Financial
Executive wishes to engage in a proposed action or arrangement that is not
consistent with the code, the Financial Executive must obtain a waiver of the
relevant code provisions in advance from our Audit Committee.




The
Sarbanes-Oxley Act of 2002 imposes certain reporting requirements on CMC with
respect to our Financial Executives' compliance with the code.  A
waiver of a provision of this code shall be requested whenever there is
reasonable likelihood that a contemplated action will violate the code. 
Any waiver (including an implicit waiver) that constitutes a material departure
from a provision of this code shall be publicly disclosed on a timely basis, to
the extent required by applicable rules and regulations of the
SEC.   In accordance with these requirements, we will publicly
report on a Current Report on Form 8-K any waivers of any provision of the code
granted by our Board of Directors to any Financial
Executive.  Violations of the code by our Financial Executives may
also be immediately reported on Form 8-K.  In addition, any amendments
to this code (other than technical, administrative or other non-substantive
amendments) shall be publicly disclosed on a timely basis, to the extent
required by applicable rules and regulations of the SEC.




6.7              Revisions and Updates to
this Code




This code
may be revised, changed or amended at any time by our Board of
Directors.  Following any material revisions or updates, an updated
version of this code will be distributed to you, and will supersede the prior
version of this code effective upon distribution.  We may ask you to
sign an acknowledgement confirming that you have read and understood the revised
version of the code, and that you agree to comply with its
provisions.




6.8              Important
Disclaimers




This code
reflects general principles to guide you in making ethical decisions and cannot,
and is not intended to; address every specific situation in which we may find it
appropriate to take disciplinary action.  This code is not intended to
create any contract (express or implied) with you, including without limitation
any employment contract, or to constitute any promise that your employment will
be not terminated except for cause.




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