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EXHIBIT 11.1

                       OFFSHORE SYSTEMS INTERNATIONAL LTD.

                                 CODE OF ETHICS
       FOR DIRECTORS, CHIEF EXECUTIVE AND OTHER SENIOR FINANCIAL OFFICERS

Offshore Systems International Ltd. is committed to conducting business in
accordance with all applicable laws, rules, regulations and stock exchange
policies and the highest standards of business ethics. We are also committed to
full and accurate financial disclosure in compliance with applicable laws. This
Code of Ethics is applicable to anyone who holds the position of chief executive
officer, president, chief financial officer or controller (and persons
performing similar functions regardless of their titles) in the Company and in
any of our subsidiary companies (together, "Senior Officers") and any directors
of the Company and of any subsidiaries of the Company (together, "Directors").
This Code of Ethics sets forth specific policies to guide you in the performance
of your duties.

As a Director or Senior Officer, you have a duty to not only comply with
applicable laws, but also to conduct yourself in an honest and ethical manner
and to help us foster a culture of high ethical standards and commitment to
compliance with this Code of Ethics.

This Code of Ethics is intended to supplement any code of business conduct and
ethics that may be adopted by the Company, if so adopted. You will also be bound
by the requirements and standards set forth in any such code of business conduct
and ethics, if adopted, as well as those set forth in this Code of Ethics and
other applicable policies and procedures.

COMPLIANCE WITH LAWS, RULES AND REGULATIONS

You are required to comply with the laws, rules and regulations that govern the
conduct of our business, both within the United States and Canada and in any
other country where we conduct business. You must report any suspected
violations in accordance with the section below entitled "Compliance with Code
of Ethics."

CONFLICTS OF INTEREST

A conflict of interest occurs when your private interests interfere in any way,
or to a reasonable and objective observer might appear to interfere, with the
interests of the Company. Your obligation to conduct the Company's business in
an honest and ethical manner includes the ethical handling of actual or apparent
conflicts of interest between personal and business relationships.

Before making any investment, accepting any position or benefits, participating
in any transaction or business arrangement or otherwise acting in a manner that
creates or reasonably appears to create a conflict of interest, you must make
full disclosure of all facts and circumstances to, and obtain the written
approval of, the Chair of the Board of Directors or, if the Chair of the Board
of Directors is not available within a reasonable period of time, then the Chair
of the Audit Committee .

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DISCLOSURE IN REPORTS AND DOCUMENTS

It is our policy to make full, fair, accurate, timely and understandable
disclosure, in compliance with all applicable laws, rules and regulations, in
all reports and documents that we file with, or submit to, the U.S. Securities
and Exchange Commission and the securities commission of each province or
territory in Canada in which we are a reporting issuer, and in all other public
communications made by us. As a Director or Senior Officer, you are required to
promote compliance with this policy by all employees and to abide by our
standards, policies and procedures designed to promote compliance with this
policy.

COMPLIANCE WITH THE CODE OF ETHICS

If you know of or suspect a violation of applicable laws, rules or regulations
or this Code of Ethics, you must immediately report that information to the
Chair of the Board of Directors or, if the Chair of the Board of Directors is
not available within a reasonable period of time, then the Chair of the Audit
Committee. Neither you nor anyone else (including any employee or consultant)
will be subject to retaliation because of a good faith report of a suspected
violation. Violations of this Code of Ethics may result in disciplinary action,
up to and including termination of employment or, in the case of a Director,
recommendation for removal from the Board on which he or she sits.

The Board of Directors of the Company shall be charged with conducting an
investigation of any alleged violation of this Code of Ethics within a
reasonable time following receipt of a report of an alleged violation. The Board
may, in its discretion, delegate to any one or more persons whom it deems
appropriate (who may include Directors and persons outside the Company) the
responsibility for conducting any such investigation and making recommendations
concerning any proposed disciplinary action to the Board of Directors. The
Board of Directors shall determine, or shall designate one or more persons whom
it deems appropriate to determine, what action shall be taken in response to any
violation of this Code.

WAIVERS OF THE CODE OF ETHICS

If you wish to seek a waiver of the Code of Ethics you must make full disclosure
of your particular circumstances to the Chairman of the Board of Directors. Any
waiver shall require the written approval of the Chairman of the Board of
Directors

NO RIGHTS CREATED

This Code of Ethics is a statement of certain fundamental principles, policies
and procedures that govern the Company's Directors and Senior Officers in the
conduct of the Company's business. It is not intended to and does not create any
rights in any employee, customer, supplier, competitor, shareholder or any other
person or entity.

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