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Exhibit 11.1
 OSI GEOSPATIAL INC.
 CODE OF ETHICS
FOR DIRECTORS AND SENIOR OFFICERS
 OSI Geospatial Inc. (the Company) 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 all other senior officers
(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.
  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.
  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.
  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,
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the U.S. Securities and Exchange Commission and the securities commission of each 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.
  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. As per Multilateral Instrument 52-110, issued by the Canadian
Securities Administrators, any questionable accounting or auditing matters must be reported to the
Chair of the Audit Committee; all other concerns may be reported to the Chair of the Board of
Directors. 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 Company intends such disciplinary action to reflect our belief that
all employees, officers and directors should be held accountable to the standards of conduct set
forth herein.
 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.
  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
  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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