**Exhibit
        14.1**
 
 **CODE
        OF BUSINESS CONDUCT AND ETHICS**
 
 ***To
        all Directors, Officers and Employees of Med-Emerg International
        Inc.***
 
 This
        Code of Business Conduct and Ethics (the “Code”) applies to the directors,
        officers and employees of Med-Emerg International Inc. and its wholly owned
        subsidiaries (collectively, “we”, “us”, “our” or the “company”).
 
 It
        has
        always been our policy that all of our activities should be conducted with
        the
        highest standards of honesty and integrity and in compliance with all legal
        and
        regulatory requirements. In varying degrees, as a director, officer or employee
        of Med-Emerg International Inc., you represent the Corporation in your dealings
        with others, whether they be other employees, customers, suppliers, competitors,
        governments or the general public.
 
 We
        expect each of you as directors, officers (including the chief executive
        and
        chief financial officer) and employees to conduct your dealings on behalf
        of the
        company in accordance with this policy. So that there can be no doubt as
        to what
        is expected of each of you in this regard, the Board of Directors of the
        company
        (the “Board”) has endorsed this Code, which is to be followed by each of our
        directors, officers and employee.
 
 **SUMMARY
        OF THE CODE**
 
 As
        a
        director, officer or employee, when acting on behalf of the company you are
        expected to:
 1.
              Protect
                  the company’s assets, and use them properly and with care for the benefit
                  of the company, and not for personal
                  use.
 2.
              Use
                  email, the internet, telephone and other forms of communication
                  provided
                  by the company appropriately, which means primarily for business-related
                  purposes.
 3.
              Not
                  speak on behalf of the company unless authorized to do
                  so.
 4.
              Avoid
                  situations in which your personal interests conflict or might conflict
                  with the interests of the company.
 5.
              Obtain
                  permission before joining the board of directors of another
                  company.
 6.
              Not
                  take personal opportunities discovered by using property of the
                  company or
                  in your role with the company.
 *7.*
              Protect
                  the confidentiality of the company’s “non-public information”.*.*
 8.
              Ensure
                  that the company’s books and records are complete and
                  accurate.
 9.
              Provide
                  accurate and fair public
                  disclosure.
 10.
              Investigate
                  and report any accounting, auditing or disclosure
                  concerns.
 11.
              Be
                  committed to the prevention of workplace discrimination and
                  harassment.
 12.
              Be
                  committed to ensuring the health and safety of fellow employees,
                  officers
                  and directors.
 13.
              Know
                  and comply with all laws, rules and regulations applicable to your
                  position.
 14.
              Not
                  trade in the company securities or any other company’s securities if you
                  possess material “non-public
                  information”.
 15.
              Deal
                  fairly with the company’s customers, suppliers and
                  competitors.
 16.
              Not
                  offer expensive gifts or other benefits to persons, including public
                  officials and political parties, that might influence or be perceived
                  as
                  influencing a business decision.
 17.
              Not
                  accept expensive gifts or other benefits from persons doing or
                  seeking to
                  do business with the company.
  Med-Emerg
            International Inc.
 Code
            of Business Conduct and Ethics
  **EXPLANATION
        OF THE CODE**
 
 The
        Code prescribes the minimum moral and ethical standards of conduct required
        of
        all the company’s directors, officers and employees. Violations of the Code can
        have severe consequences and will result in the appropriate discipline being
        taken, up to and including discharge where warranted by the
        circumstances.
 
 An
        explanation of each of the rules is set forth below. If you are an employee
        or
        an officer who has questions regarding the application of any rule or about
        the
        best course of action in a particular situation, you should seek guidance
        from
        your supervisor. The Chief Executive Officer, President and Chief Financial
        Officer and directors should seek guidance from the company’s Chairman who shall
        consult, as appropriate, with the Chairperson of the company’s Governance and
        Nominating Committee.
 
 **BUSINESS
        ETHICS AND PRACTICES**
 
 **PROTECTING
        THE COMPANY’S ASSETS AND RESOURCES**
 ***Company
        assets are to be used only for the purposes of fulfilling your
        corporate***
 ***responsibilities.***
 
 The
        company’s assets are meant for business use, not for personal use. We all have
        a
 responsibility
        to protect and safeguard the company’s assets from loss, theft, misuse and
        waste.
 
 The
        company’s property should never be used for personal gain, and you should not
        allow the company’s property to be used for illegal activities. If you become
        aware of theft, misuse or waste of our assets or funds or have any questions
        about your proper use of them, you should speak with your supervisor. However,
        if you feel uncomfortable approaching your supervisor with your concern,
        you may
        contact the company’s Chief Financial Officer.
 
 Misappropriation
        of the company’s assets is a breach of your duty to the company and may be an
        act of fraud against the company. Taking the company’s property from our
        facilities without permission is regarded as theft and could result in
        dismissal. In addition, carelessness or waste of the company’s assets may also
        be a breach of your duty to the company and could result in
        dismissal.
 
 The
        company’s assets include all memos, notes, lists, records and other documents
        (and copies of each of these) that you make or compile relating to the company’s
        business. All of these are to be delivered to the company promptly after
        your
        employment ceases, or at any time that the company requests.
 
 **POLICY
        REGARDING E-MAIL, THE INTERNET, TELEPHONES AND OTHER FORMS OF
        COMMUNICATION**
 ***Use
        the company’s various forms of communication properly and
        appropriately.***
 
 We
        provide our employees with access to e-mail, the internet, telephones and
        other
        forms of communication for business purposes, and while we understand the
        need
        for limited and occasional use of these tools for personal purposes, this
        use
        should not be excessive or cause detriment to the company. Internet use must
        be
        conducted in a professional manner. For example, accessing internet sites
        containing obscene or offensive material, or sending e-mails that are derogatory
        or harassing to another person or group of people or chain e-mails, is
        prohibited. In addition, employees must be vigilant to ensure that the network
        security is maintained.
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            International Inc.
 Code
            of Business Conduct and Ethics
  **MEDIA,
        PUBLIC AND GOVERNMENTAL INQUIRIES**
 ***Do
        not speak on behalf of the company unless you are authorized to do
        so.***
 
 As
        outlined in the company’s Corporate Disclosure Policy, certain officers are
        designated as spokespersons to release information to the public. When members
        of the media, financial analysts or government authorities contact the company
        to request information, the response can have far-reaching implications,
        including effects on the company’s stock price and ability to compete. When we
        provide information on the company’s operational strategies or financial
        results, we must ensure both that the information is accurate and that it
        is an
        appropriate time to “go public” with that information.
 
 In
        addition, we must comply with the requirements of securities regulators and
        stock exchanges about how and when we disclose information, and understand
        that
        there are strict consequences for doing so improperly.
 
 If
        you
        receive a request for information from outside the company, you must forward
        it
        to the Chief Executive Officer, if you are not authorized to speak on behalf
        of
        the company.
 
 **CONFLICTS
        OF INTEREST**
 ***Avoid
        situations in which your personal interests conflict, might conflict or might
        appear to conflict with the interests of the company*** **.**
 
 As
        an
        employee, officer or a director, we expect that you will act honestly and
        ethically and in the best interests of the company by avoiding conflicts
        of
        interest in your personal and professional relationships. While we respect
        your
        right to manage your personal affairs and investments and we do not wish
        to
        intrude on your personal life, the company employees should place the company’s
        interest in any business transaction ahead of any personal interest or
        gain.
 
 As
        an
        employee, officer or director, you may have a conflict of interest if you
        are
        involved in any activity that prevents you from performing your duties to
        the
        company properly, or that may create a situation that would affect your judgment
        or ability to act in the best interests of the company. For example, no employee
        should have a significant interest in a business that supplies goods or services
        to, or secures goods or services from, the company, without receiving approval
        of his or her supervisor. Directors should look to the Corporate Governance
        Guidelines for guidance on potential conflict of interest
        situations.
 
 To
        avoid conflicts of interest, you should identify potential conflicts when
        they
        arise and notify your supervisor if you are unsure whether a relationship
        or
        transaction poses a conflict or appears to pose a conflict. Your supervisor
        will
        be able to clear or resolve certain conflicts, or will be able to contact
        someone else who can. Directors should consult with the Chairman of the
        Board.
 
 **BOARD
        MEMBERS FOR OTHER COMPANIES**
 ***If
        you are an officer or employee of the company, obtain permission before you
        join
        the board of directors of another company.***
 
 Serving
        as a director of another company, even one in which the company has an interest,
        may create a conflict of interest. Being a director or serving on a standing
        committee of some organizations, including government agencies, may also
        create
        a conflict.
 
 Before
        accepting an appointment to the board or a committee of any organization
        whose
 interests
        may conflict with the company’s interests, employees must receive written
        approval from the company’s Chairman.
 
 Employees
        are permitted, however, to serve on boards of charities or non-profit
        organizations or in private family businesses that have no relation to the
        company and its businesses. Prior approval is not required for these types
        of
        situations. If you hold a position with a charity or nonprofit organization
        and
        if you speak publicly for the entity, you should ensure that you are seen
        as
        speaking on behalf of the entity or as an individual, and not on behalf of
        the
        company.
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 Med-Emerg
            International Inc.
 Code
            of Business Conduct and Ethics
 **CORPORATE
        OPPORTUNITIES**
 ***Do
        not take personal opportunities that are discovered through the use of property
        or information of the company or through your role with the
        company.***
 
 As
        an
        employee, officer or director, you are prohibited from taking for yourself
        opportunities that you discover through the use of the company property,
        information or position; from using the company property, information or
        position for personal gain; and from competing with the company. Employees,
        officers and directors owe a duty to the company to advance its legitimate
        interests when the opportunity arises.
 
 **CONFIDENTIAL
        INFORMATION**
 ***Protect
        the confidentiality of “non-public information” concerning the
        company.***
 
 “Non-public
        information” is information that is not generally available to the investing
        public through a press release, disclosure to shareholders or widely reported
        media coverage. The circulation of rumors, or “talk on the street”, even if
        accurate, is not considered public disclosure.
 
 The
        most common example of “material non-public information” is information about
        earnings or financial performance that has not yet been publicly
        disclosed.
 
 Except
        where it is authorized or legally required, all directors, officers and
        employees must keep confidential, and not use for themselves or other persons
        including relatives or friends, all information concerning the company or
        its
        business that is not generally available to the investing public.
 
 Information
        is considered to be public if it has been disclosed in an annual report,
        annual information
        form, management information circular, press release or interim report. The obligation
        to keep certain information confidential applies both during appointment
        or employment
        with the company, and after termination of appointment, or employment, including
        on retirement.
 
 ***Protect
        the confidentiality of “non-public information” about customers and
        others.***
 
 We
        also
        respect confidentiality of information regarding other companies. If you
        learn
        of confidential
        information about another company in the course of your position, you should
        protect it the same way that you would protect confidential information about
        the company. Data protection and privacy laws that affect the collection,
        use
        and transfer of personal customer information are rapidly changing areas
        of law,
        and you should consult with your supervisor if you have any questions regarding
        appropriate uses of customer information.
 
 Disclosure
        of confidential information can be harmful to the company and could be the
        basis
        for legal action against the company and/or the employee, officer or director
        responsible for the disclosure.
 
 For
        more information you should refer to the company’s Corporate Disclosure Policy
        which is posted on the company’s web site.
 
 **ACCURACY
        OF BOOKS AND RECORDS**
 ***Ensure
        that the books and records of the company are complete and
        accurate.***
 
 The
        books and records of the company must reflect in reasonable detail all its
        transactions in a timely and accurate manner in order to, among other things,
        permit the preparation of accurate financial statements in accordance with
        generally accepted accounting principles. All assets and liabilities of the
        company must be recorded as necessary to maintain accountability for
        them.
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            International Inc.
 Code
            of Business Conduct and Ethics
  All
        business transactions must be properly authorized. All transactions must
        be
        supported by accurate documentation in reasonable detail and recorded properly.
        The recorded value for assets must be compared to the existing assets at
        reasonable intervals and appropriate action taken with respect to any
        differences. No
        information may be concealed from the auditors, or the Audit Committee or
        the
        Board.
 
 In
        addition, it is unlawful to fraudulently influence, coerce, manipulate or
        mislead any independent
        public or certified accountant who is auditing our financial
        statements.
 
 **ACCOUNTING,
        AUDITING OR DISCLOSURE CONCERNS**
 ***Provide
        accurate and fair public disclosure.***
 
 We
        are
        required to provide full, fair, accurate, timely and understandable disclosure
        in reports and documents that we file with, or submit to, the Securities
        and
        Exchange Commission (SEC), the Ontario Securities Commission (OSC) and other
        Canadian securities regulators, as well as in other public communications
        made
        by the company.
 
 All
        employees who are responsible for the preparation of the company public
        disclosures, or who provide information as part of the process, have a
        responsibility to ensure that disclosures and information are made honestly,
        accurately and in compliance with the company’s disclosure controls and
        procedures.
 
 We
        all
        have a responsibility to submit good faith questions and concerns regarding
        accounting, auditing or disclosure matters. Complaints and concerns related
        to
        such matters include, among others, actions involving:
 (a)
              fraud
                  or deliberate errors in the preparation, maintenance, evaluation,
                  review
                  or audit of any financial statement or financial
                  record;
 (b)
              deficiencies
                  in, or noncompliance with, internal accounting
                  controls;
 (c)
              misrepresentation
                  or false statements to or by a senior officer or accountant regarding
                  a
                  matter contained in the financial records, financial reports or
                  audit
                  reports; or
 (d)
              deviations
                  from full and fair reporting of the company’s financial condition.
 
 
 **WORK
        ENVIRONMENT**
 
 **DISCRIMINATION
        AND HARASSMENT FREE ENVIRONMENT**
 ***The
        company has zero tolerance for workplace discrimination and harassment, and
        all
        directors, officers and employees must be committed to preventing an
        inhospitable work environment.***
 
 All
        directors, officers and employees must ensure that the company is a safe
        and
        respectful environment, free of discrimination and harassment where high
        value
        is placed on equity, fairness and dignity. Harassment on the basis of race,
        gender, sexual orientation, color, national or ethnic origin, religion, marital
        status, family status, citizenship status, veteran status, age or disability
        is
        prohibited. Harassment generally means offensive verbal or physical conduct
        that
        singles out a person to the detriment or objection of that person. Harassment
        covers a wide range of conduct, from direct requests of a sexual nature to
        insults, offensive jokes or slurs, which results in an inhospitable work
        environment. Harassment may occur in a variety of ways and
        may, in some circumstances, be unintentional. Regardless of intent, such
        conduct
        is not acceptable and may also constitute a violation of human rights
        legislation.
 
 No
        officer or employee may harass another employee, customer, vendor, supplier,
        visitor or any other person on the company’s premises or while doing its
        business regardless of location.
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 Med-Emerg
            International Inc.
 Code
            of Business Conduct and Ethics
  **SAFE
        WORKING CONDITIONS**
 ***We
        are committed to ensuring the health and safety of our
        employees.***
 
 We
        all
        have the right to work in an environment that is safe and healthy. In this
        regard, we must:
 (a)
              comply
                  strictly with the letter and spirit of applicable occupational,
                  health and
                  safety laws and the public policies they
                  represent;
 (b)
              follow
                  work instructions or procedures on health and safety
                  laws;
 (c)
              not
                  engage in illegal or dangerous behaviors;
                  and
 (d)
              not
                  possess or use weapons or firearms or any type of combustible materials
                  in
                  the company’s facilities or at the company-sponsored functions unless you
                  are authorized by the company or the law to do
                  so.
 
 The
        company has zero tolerance for acts of violence, threats of violence, acts
        of
        intimidation and hostility towards another person or group of persons. Promptly
        report to your supervisor or in accordance with the Reports and Complaints
        section of this Code, any accident, injury or unsafe equipment, practices
        or
        conditions, violent behavior or weapons possession.
 
 **LEGAL
        AND REGULATORY COMPLIANCE**
 
 **COMPLIANCE
        WITH LAWS, RULES AND REGULATIONS**
 ***Know
        and comply with all laws, rules and regulations applicable to your
        position.***
 
 Many
        of
        the company’s activities are subject to complex and changing laws, rules
        and regulations.
        Ignorance of the law is not, in general, a defense to an action for
        contravention. We expect directors, officers and employees to make every
        reasonable effort to become familiar with laws, rules and regulations affecting
        their activities and to exert due diligence in complying with these laws,
        rules
        and regulations and, to ensure that those individuals reporting to them are
        also
        aware of these laws, rules and regulations. Our objective is to restrict
        willful
        or negligent violations of these laws, rules and regulations.
 
 We
        will
        make information concerning applicable laws, rules and regulations available
        to directors,
        officers and employees. If you have any doubts as to the applicability of
        any
        law, you should refer the matter to your supervisor who may obtain advice
        from
        the company’s Human Resources department. Directors should seek guidance in
        accordance with the Corporate Governance Guidelines.
 
 The
        company’s policy is to meet or exceed all applicable governmental requirements
        regarding its activities. As an employee, you must be aware of the applicable
        governmental requirements and report any violations thereof to your supervisors
        or in accordance with the Reports and Complaints section of this Code.
        Similarly, no employee, officer or director may enter into any arrangement
        contrary to applicable requirements or laws.
 
 **SECURITIES
        LAWS AND INSIDER TRADING**
 ***Do
        not trade in the company securities if you possess material “non-public
        information”.***
 
 ***If
        you have material information about a company with which the company
        does***
 ***business
        that is not known to the investing public, you should not buy or sell securities
        of that company until after the information has become
        public.***
 
 Information
        about the company is “material”:
 (a)
              if
                  publicly known, results in or would reasonably be expected to result
                  in a
                  significant change in the market price or value of any the company
                  securities; or
 (a)
              if
                  there is a substantial likelihood that a reasonable shareholder
                  or
                  investor would consider it important in making a decision to buy,
                  sell or
                  hold the company securities.
 If
        you
        are not sure whether information is material or “non-public”, consult with the
        company’s Chief Financial Officer for guidance before engaging in any
        transaction in the company securities.
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 Med-Emerg
            International Inc.
 Code
            of Business Conduct and Ethics
  You
        are
        also prohibited from disclosing material “non-public information” about the
        company to other people, such as relatives or friends, who may trade on the
        basis of the information. Securities laws also prohibit trades made on the
        basis
        of these “tips”. In addition, you should avoid trading in puts and calls
        relating to the company securities.
 For
        more information on insider trading, you should consult the company’s Corporate
        Disclosure Policy.
 
 **FAIR
        DEALING**
 ***Deal
        fairly with the company’s customers, suppliers and
        competition.***
 
 You
        must endeavor to deal fairly with security holders, the company’s customers,
        suppliers, competitors and employees, and should not take unfair advantage
        of
        anyone through manipulation, concealment, abuse of privileged information,
        misrepresentation of material facts, or any other unfair-dealing
        practice.
 
 **GIFTS
        TO PERSONS**
 ***Use
        your best judgment in giving and receiving gifts.***
 
 Directors,
        officers and employees should not offer expensive gifts or other benefits
        to
        persons, including public officials and political parties, that might influence
        or be perceived as influencing a business decision.
 
 Employees
        whose duties permit them to do so, such as employees in marketing, may offer
        modest gifts, entertainment or other benefits to persons who have a business
        relationship with the company. The benefits must be given in accordance with
        generally accepted ethical business practices. For example, it is acceptable
        to
        take a customer to dinner but it is not acceptable to give a customer
        cash.
 
 Any
        donation or benefit to a public official or political party must be in
        accordance with the company’s Code. We encourage you to become involved in
        political activity acting on your own behalf, but not as a representative
        of the
        company.
 
 **GIFTS
        FROM PERSONS**
 ***Directors,
        officers and employees must not accept expensive gifts or other benefits
        from
        persons doing or seeking to do business with the
        company.***
 
 As
        a
        director, officer or employee, you cannot solicit, encourage or receive bribes
        or other payment, contribution, gift or favor that could influence your or
        another’s decision.
 
 It
        is
        acceptable to accept modest gifts, entertainment or other benefits from persons
        doing or seeking to do business with the company, provided the benefits are
        given in accordance with generally accepted business practices. For example,
        a
        pair of tickets to a baseball game may be accepted from a supplier. However,
        it
        is not appropriate to accept a trip from a supplier, unless there is a specific
        business purpose and the trip has been approved by the head of the employee’s
        department.
 
 
 **COMPLIANCE
        WITH THE CODE**
 
 Each
        director, officer and employee of the company will be provided with a copy
        of
        the Code and will be required to sign an acknowledgement in the form of the
        Statement of Compliance, included with and forming part of this Code as Schedule
        A.
 
 The
        Code is intended to serve as a guide for your own actions and decisions and
        for
        those of your co-workers.
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 Med-Emerg
            International Inc.
 Code
            of Business Conduct and Ethics
  **REPORTS
        AND COMPLAINTS**
 As
        an
        employee, if you believe that a violation of the Code or any law, rule or
        regulation has been or is likely to be committed by you or someone else who
        is a
        representative of the company, you have an obligation to promptly report
        the
        relevant information to your supervisor, since your supervisor will generally
        be
        in the best position to resolve the issue. However, if you feel uncomfortable
        approaching your supervisor with your concern, or if you have any specific
        or
        general questions, you may contact the company’s Chief Financial
        Officer.
 
 If
        you
        believe it is inappropriate to raise your complaint or report of a violation
        with either your supervisor or the Chief Financial Officer, you can write
        to the
        Chairperson of the Audit Committee (for issues related to accounting controls,
        auditing or disclosure) or the Chairperson of the Governance and Nominating
        Committee (for all other types of issues such as harassment or discrimination,
        misuse of the internet, conflicts of interest or inappropriate gift giving
        or
        receiving).
 
 Directors
        should promptly report violations to the Chairperson of the Board, or to
        the
        relevant committee Chairperson.
 
 Directors,
        officers and employees can raise concerns either orally or in writing although
        reports to the Chairpersons of the Board or of the committees can only be
        made
        in writing.
 
 The
        most important thing to remember when dealing with these types of questions
        or
        concerns is: When in doubt, ask.
  **TREATMENT
        OF REPORTS AND COMPLAINTS**
 
 Confidentiality
        of reported violations will be maintained to the fullest extent possible,
        consistent with the need to conduct an adequate review and subject to law.
        You
        may make a report anonymously, in which case you should write a letter and
        include as specific details as possible, including back-up documentation
        where
        feasible, in order to permit adequate investigation of the concern or conduct
        reported. Vague, non-specific or unsupported allegations are inherently more
        difficult to pursue.
 
 The
        party receiving the complaint must make a record of its receipt, document
        how
        the situation was dealt with and file a report with the company’s Chief
        Financial Officer. The Chief Financial Officer will retain all such reports,
        but
        will also maintain a separate log that will track the receipt, investigation
        and
        resolution of reported complaints specifically related to accounting controls,
        auditing and disclosure matters. Based on this log, the Chief Financial Officer
        will periodically compile a comprehensive summary of all of these types of
        complaints and the corrective actions taken and will bring the summary to
        the
        attention of the Chairperson of the Audit Committee for his or her review,
        since
        the Chairperson of the Audit Committee is ultimately responsible for the
        company’s compliance with the accounting, auditing and disclosure-related
        aspects of the
 Code.
 
 The
        Chief Financial Officer will bring any other complaints or reported violations
        that are not related to accounting controls, auditing or disclosure but are
        significant to the attention of the Chairperson of the Governance and Nominating
        Committee.
 
 **PENALTIES
        FOR VIOLATING THE CODE**
 
 Retaliation
        is prohibited. We want you to know that we will not discharge, demote or
        suspend
        you if you, in good faith, bring forward concerns about actual or potential
        violations of laws, rules or regulations, or the Code. However, we reserve
        the
        right to discipline you if you make an accusation without a reasonable, good
        faith belief in the truth and accuracy of the information or if you knowingly
        provide or make false information or accusations. “Good faith” does not mean
        that you
        have to be right - but it does mean that you must believe you are providing
        truthful information.
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 Med-Emerg
            International Inc.
 Code
            of Business Conduct and Ethics
  If
        you
        believe that you have been unfairly or unlawfully retaliated against, you
        may
        file a
 complaint
        with your supervisor or the company’s Chief Financial Officer. If you are a
        director, an executive officer or an employee and you believe your complaint
        concerning retaliations cannot be appropriately addressed by your supervisor
        or
        the Chief Financial Officer, you should file a report with the Chairperson
        of
        the Governance and Nominating Committee.
 
 **HELPFUL
        CONTACT INFORMATION**
 **Chief
                  Financial Officer**
              G**overnance
                  and Nominating Committee Chairperson**
              **Audit
                  Committee Chairperson**Bill
                  Danis
                Med-Emerg
                  International Inc.
                6711
                  Mississauga Road
                Suite
                  404
                Mississauga,
                  ON
                Phone:
                  (905) 288-1003
                e-mail:
                  bdanis@med-emerg.com
              Lewis
                  MacKenzie
                580
                  Manitoba Street
                RR
                  #2
                Bracebridge
                  ON P1L 1W9
                Phone:
                  (705) 645-5810
                e-mail:
                  Lewmack@muskoka.com
              John
                  Yarnell
                80
                  Glen Road
                Toronto
                  ON M4W2V6
                Phone:
                  (647) 899-5648
                e-mail:
                  jryehy@rogers.com
 
 **DISCIPLINARY
        ACTION FOR CODE VIOLATIONS**
 
 We
        will
        impose discipline for each Code violation that fits the nature and particular
        facts of the violation. If you fail to comply with laws or regulations governing
        the company’s businesses, this Code or any other the company policy or
        requirement, you may be disciplined up to and including immediate termination,
        and if warranted, legal proceedings may be brought against you.
 
 **WAIVERS**
 
 Waivers
        of the Code for employees may be granted only in writing by the company’s Chief
        Executive Officer. Any waiver of the Code for the company executive officers
        or
        directors may only be made in writing by the Board or the Governance and
        Nominating Committee and will be promptly disclosed to shareholders to the
        extent required by law, regulation or stock exchange requirement.
 
 **LEGAL
        NOTICE**
 
 This
        Code serves as a reference to you. The company reserves the right to modify,
        suspend or revoke this Code and any and all policies, procedures, and programs
        in whole or in part, at any time. The company also reserves the right to
        interpret and amend this Code and these policies in its sole discretion as
        it
        deems appropriate. Any amendments to the Code will be disclosed and reported
        as
        required by law.
 
 Neither
        this Code, these policies nor any statements made by any employee of the
        company, whether oral or written, confer any rights, privileges or benefits
        on
        any employee, create an entitlement to continued employment at the company,
        establish conditions of employment, or create an express or implied employment
        contract of any kind between employees and the company. In addition, all
        employees should understand that this Code does not modify their employment
        relationship, whether at will or governed by a written contract.
 
 The
        version of the Code that appears online at *www.med-emerg.com* may
        be
        more current and up-to-date and supersedes any paper copies, should there
        be any
        discrepancy between paper copies and what is posted online. ****
  9
 Med-Emerg
            International Inc.
 Code
            of Business Conduct and Ethics
  **MED-EMERG
        INTERNATIONAL INC.**
 **AND
        WHOLLY-OWNED SUBSIDIARY COMPANIES**
 
 **SCHEDULE
        A**
 
 **CODE
        OF BUSINESS CONDUCT AND ETHICS**
 **STATEMENT
        OF COMPLIANCE**
 
 
 I
        have
        reviewed and am familiar with the Code of Business Conduct and Ethics (the
        “Code”) of Med-Emerg International Inc. (the “company”) for directors, officers
        and employees.
 
 I
        hereby agree to comply with the Code, including its provisions for
        non-disclosure of information both during and after appointment or
        employment.
 
 To
        the
        best of my knowledge, I am not involved in any situation that conflicts or
        might
        appear to conflict with the Code.
 
 I
        also
        agree to notify my supervisor, the Chief Financial Officer of the company,
        or in
        the case of directors, the Chairperson of the Board immediately of any change
        that might adversely affect my compliance with the Code.
  **Name:***(Please print)*
 **Company:****Position
                Title:****Location:****Date:***(mm/dd/yy)*
              
              *(signature)*
 ****
 
 **Note:
        All directors, officers and employees must complete this Statement of
        Compliance.**
 
 **Please
        detach, complete and sign this form, and forward it to the Chief Financial
        Officer at Med-Emerg International Inc.**
    10