EXHIBIT 4.5

                                 CODE OF ETHICS
                                     FOR THE
                             CHIEF FINANCIAL OFFICER

     As the Chief Financial  Officer of Wealth Minerals Ltd. (the "Company"),  I
am committed to act honestly and in good faith with a view to the best interests
of the Company and its shareholders.  As a steward of the Company's resources, I
will not only abide by the high legal  standards  required  of me, but will also
conform  my  actions  to  unchanging  moral  precepts  that give rise to ethical
obligations.  I will take such  proper  actions,  and  refrain  from taking such
improper actions, as if the underlying basis of my actions and inactions were to
become a universal principle of conduct. In so doing, I commit to specifically:

     o    Maintain my integrity and credibility in my personal and  professional
          life by  carrying  out the  duties of the Chief  Financial  Officer in
          accordance with high legal and ethical standards.

     o    Avoid in my personal  and  professional  life even the  appearance  of
          impropriety  in the  conduct  of the  duties  of the  Chief  Financial
          Officer.

     o    Represent myself in my personal and  professional  life in a reputable
          and  dignified  manner that  reflects the standard of ethical  conduct
          required by the Company.

     o    Avoid in my personal  and  professional  life any  relationships  that
          might  affect,  or be  perceived  to  potentially  affect,  my ethical
          conduct  in the  course  of  carrying  out  the  duties  of the  Chief
          Financial Officer (including a relationship that may create, or create
          the appearance of, a conflict of interest).

     o    Promptly  disclose to the Board of  Directors  any  relationship  that
          reasonably could give rise to a conflict of interest.

     o    Not in any circumstance use confidential  information  acquired in the
          course of the  duties of the Chief  Financial  Officer  either  for my
          personal advantage or for the advantage of related parties.

     o    Honour my  obligation  to serve the best  interests of the Company and
          its shareholders by exercising the care, diligence and skill necessary
          to conduct its affairs appropriately.

     o    Recognize  that  the  integrity  of the  capital  markets  is based on
          consistently  honest  and  just  actions  by  its  participants,   the
          conformity  to market  regulation,  and the  transparency  of credible
          financial and  non-financial  corporate  information,  and will to the
          best of my ability and  knowledge  work to insure that I act in such a
          manner as to uphold the integrity of the capital markets.

     o    Insure full, fair, accurate,  timely, and understandable disclosure in
          reports  and  documents  that the Company  files  with,  or submits to
          public  regulatory  bodies,  and  insure  compliance  with  applicable
          governmental laws, rules and regulations.

     o    Maintain the confidentiality of information  acquired in the course of
          carrying out the duties of the Chief Financial Officer.

     o    Report  promptly  to the  members  of the  Board of  Directors  of the
          Company if I suspect or  recognize  fraudulent  or illegal acts within
          the  Company  or a breach of this or any  other  Code of Ethics by any
          director or officer of the Company, including my own acts.


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     o    Report  promptly  to the  members  of the  Board of  Directors  of the
          Company  if I  suspect  or  recognize  acts  or  practices  which  may
          constitute a breach of, or that may jeopardize, the Company's internal
          controls.

     o    Provide the  leadership,  supervision  and support for the  employees,
          collaborators and other agents of the Company to uphold the principles
          articulated in this Code of Ethics.

     I recognize that I will be deemed to have breached this Code of Ethics if I
am sanctioned by a regulatory  authority or judicial body for violating  laws or
regulations  affecting  the  performance  of my duties  as the  Chief  Financial
Officer or by a finding of the Board of  Directors  of the  Company.  I am aware
that I shall be  deemed  to have  breached  this Code of Ethics if I knew that a
breach of any Code of Ethics  approved by the Board of  Directors of the Company
for its  directors,  officers or  employees  was likely to occur and I failed to
take  appropriate  steps to prevent  such an act from  occurring.  If I am found
breaching this Code of Ethics I acknowledge I may, in addition to any regulatory
or judicial  sanction,  receive sanctions from the Company,  including  possible
suspension or termination of employment.

Acknowledged by:

/s/ Jon Lever
------------------------
Signature

Jon Lever
Chief Financial Officer

September 24, 2004
------------------------
Date


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