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CODE OF ETHICS

TERRACE VENTURES INC.
  (the "Corporation")

The Board of Directors of the Corporation has adopted the
  following Code of Ethics (the "Code") for directors and officers of the Corporation.
  This purpose of the Code is to:

|1. | focus the board of directors and each director and
        officer on areas of ethical risk;
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|  
|2. | provide guidance to directors to help them recognize
        and deal with ethical issues;  
|  
|3. | provide mechanisms to report unethical conduct;
        and                                 
|  
|4. | help foster a culture of honesty and accountability.                                        

Each director and officer of the Corporation must comply with
  the letter and spirit of this Code.

No code or policy can anticipate every situation that may
  arise or replace the thoughtful behavior of an ethical director and officer.
  Directors and officers are encouraged to bring questions about particular circumstances
  that may implicate one or more of the provisions of this Code to the attention
  of the Chairman of the Audit Committee.

A.           CONFLICT
  OF INTEREST

Directors and officers must avoid any conflicts of interest
  between the director or officer and the Corporation unless the relationship
  is approved in advance by the board of directors of the Corporation. Any situation
  that involves, or may reasonably be expected to involve, a conflict of interest
  with the Corporation, should be disclosed promptly to the Corporation's board
  of directors. A "conflict of interest" can occur when:

| | 1. | A director's or officer's personal interest is adverse
        to-or may appear to be adverse to-the interests of the Corporation as
        a whole.                                                 
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| |    |                                                                                                                                                                                                       
| | 2. | A director or officer, or a member of his or her
        immediate family, receives improper personal benefits as a result of his
        or her position as a director of officer of the Corporation.

Some of the more common conflicts which directors should avoid are listed below:

| | a. | Relationship of Corporation with third-parties                                                                                                                                                                                                                                                                                                                                                                                         
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |    | Directors may not receive a personal benefit from
        a person or firm which is seeking to do business or to retain business
        with the Corporation unless approved by the board of directors of the
        Corporation. A director or officer shall withdraw him or herself from
        any decision of the board of directors involving another firm or company
        with which the director or officer is affiliated.
|
| | b. | Compensation from non-Corporation sources                                                                                                                                                                                                                                                                                                                                                                                              
|
| |    | Directors may not accept compensation (in any form)
        for services performed for the Corporation from any source other than
        the Corporation unless approved by the board of directors of the Corporation.                                                                                                                                                                                                                
|
| | c. | Gifts                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| |    | Directors and officers may not offer, give or receive
        gifts from persons or entities who deal with the Corporation in those
        cases where any such gift is being made in order to influence the directors'
        or officer's actions as a member of the Board or the Corporation, or where
        acceptance of the gifts could create the appearance of a conflict of interest.                                     

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| | d. | Personal use of Corporation assetsDirectors and officers may not use the Corporation's
        assets, labor or information for personal use unless approved by the board
        of directors in advance, or as part of a compensation or expense reimbursement
        program available to all directors.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

B.           CORPORATE
  OPPORTUNITIES

Directors and officers are prohibited from:

| | 1. | Taking for themselves or their companies opportunities
        that are discovered through the use of the Corporation's property or information
        or their position as a director or officer;                                                                                     
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2. | Using the Corporation's property or information
        for personal gain; or                                                                                                                                                                                                           
|
| | 3. | Competing with the Corporation for business opportunities.
        However, if the Corporation's disinterested directors determine that the
        Corporation will not pursue an opportunity that relates to the Corporation's
        business, a director or officer may then do so.

C.           CONFIDENTIALITY

Directors and officers must maintain the confidentiality of
  information entrusted to them by the Corporation and any other confidential
  information about the Corporation that comes to them, from whatever source,
  in their capacity as a director or officer, except when disclosure is authorized
  or legally mandated.

For purposes of this Code, "confidential information" includes
  all non-public information relating to the Corporation.

D.           COMPLIANCE
  WITH LAWS, RULES AND REGULATIONS; FAIR DEALING

Directors and officers must comply, and oversee compliance
  by employees, officers and other directors and officers, with laws, rules and
  regulations applicable to the Corporation, including insider trading laws.

Directors and officers must deal fairly, and must oversee
  fair dealing by employees and officers, with the Corporation's customers, suppliers,
  competitors and employees.

E.           ENCOURAGING
  THE REPORTING OF ANY ILLEGAL OR UNETHICAL BEHAVIOR

Directors and officers should promote ethical behavior and
  take steps to ensure the Corporation:

| | 1. | Encourages employees to talk to supervisors, managers
        and other appropriate personnel when in doubt about the best course of
        action in a particular situation.
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|
| | 2. | Encourages employees to report violations of laws,
        rules, regulations or the Corporation's Code of Conduct to appropriate
        personnel;                          
|
| | 3. | Informs employees that the Corporation will not
        allow retaliation for reports made in good faith.                                                                     

F.           COMPLIANCE
  STANDARDS

Directors and officers should communicate any suspected violations
  of this Code promptly to the board of directors. Violations will be investigated
  by the board or by persons designated by the board, and appropriate action will
  be taken in the event of any violations of the Code.

G.           WAIVER
  OF CODE OF BUSINESS CONDUCT AND ETHICS

Any waiver of this Code may be made only by the board of directors
  and must be promptly disclosed to the Corporation's shareholders.

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