EXHIBIT 4.4


                                 CODE OF ETHICS
                                     FOR THE
                             CHIEF EXECUTIVE OFFICER

     As the Chief Executive  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 and to set and maintain an ethical standard
for the Company. 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  Executive  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  Executive
          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
          Executive 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  Executive  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 Executive Officer.


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     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.

     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 shall 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  Executive
Officer or by a finding of the Board of  Directors  of the  Company.  I am aware
that I will 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/ Gary Freeman
-----------------------
Signature

Gary Freeman
Chief Executive Officer

September 15, 2004
------------------------
Date


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