**Metalline
      Mining Company**


**Code
      of Ethics**





Adopted
      by the Board of Directors on May 1, 2006





**Introduction**





In
      keeping with our commitment to honest business practices, Metalline Mining
      Company. (“Metalline” or the “Company”) has adopted this company-wide Code of
      Ethics to assist our directors, officers, consultants and employees in complying
      with both our corporate policies and with the law.





Although
      this Code of Ethics covers many different business practices and procedures,
      it
      does not cover every issue that may arise. Instead, our Code sets forth the
      clear principles and standards that our directors, officers, and employees
      are
      accustomed to following. This Code also explains how we enforce our Code. At
      Metalline, our goal is to conduct ourselves in a manner that avoids even the
      appearance of impropriety.





This
      Code
      should be read in conjunction with our other corporate policies. If a law
      conflicts with a policy in this Code, you must comply with the law. If you
      have
      questions about this Code, other Metalline policies, or how to comply with
      the
      law in a certain situation, it is important that you immediately bring your
      questions to one of Metalline’s officers. *If
      you are in or observe a situation that you believe may violate or lead to a
      violation of this Code, you should refer to section D of our Code for guidance
      on how to report questionable behavior.*





Anyone
      who violates the standards of this Code will be subject to disciplinary action.
      Such action may include termination of employment.





**A.
      Compliance with All Laws, Rules and Regulations**





Metalline
      requires that all its directors, officers, consultants and employees strictly
      adhere to local, state, and federal laws, as well as the laws of the other
      countries in which we conduct business. If you have questions about what laws
      we
      are subject to, or about how to comply with certain laws, it is important that
      you alert an officer of Metalline to your question. We rely on you not only
      to
      act ethically, but also to assist your fellow employees and management in
      following the law.





When
      appropriate, Metalline will provide information and training to promote
      compliance with laws, rules, and regulations, including insider-trading
      laws.










**B.
      Ethical Conduct and Conflicts of Interest**





Metalline’s
      employees, consultants, officers, and directors are expected to make or
      participate in business decisions and actions based on the best interests of
      Metalline as a whole, and not based on personal relationships or personal gain.
      As we define it, a “conflict of interest” exists when a person’s private
      interest interferes in any way with the interest of the Company, or creates
      an
      appearance of impropriety. A conflict situation can arise when you have
      interests that make it difficult for you to perform your work objectively,
      or
      when a director, officer, consultant or employee receives improper personal
      benefits as a result of his or her position with the Company.





It
      is
      almost always a conflict of interest for a Company employee to work
      simultaneously for a competitor, customer, or supplier. You should avoid any
      relationship that would cause a conflict of interest with your duties and
      responsibilities at Metalline. All directors, officers, consultants and
      employees are expected to disclose to management any situations that may involve
      inappropriate or improper conflicts of interest affecting them personally or
      affecting other employees or those with whom we conduct business.





Members
      of our Board of Directors have a special responsibility to our Company and
      to
      our shareholders. To avoid conflicts of interest, Directors are required to
      disclose to their fellow directors any personal interest they may have in a
      transaction being considered by the Board and, when appropriate, to recuse
      themselves from any decision involving a conflict of interest. Waivers of a
      conflict of interest or this Code involving executive officers and directors
      require approval by the Board of Directors.





Any
      discovery of a potential or existing conflict of interest should be immediately
      disclosed to management in accordance with the procedures set forth in Section
      D
      of our Code.





**C.
      Our Commitment to Full, Fair, Accurate, Timely and Plain English
      Disclosure**





As
      a
      respected public company, it is critical that Metalline’s filings with the
      Securities and Exchange Commission be complete, timely and accurate in all
      material respects. At Metalline, all our employees, consultants, officers and
      directors are charged with the responsibility of providing management with
      accurate and complete information to assure we are complying with our public
      disclosure requirements and our commitment to our shareholders.





Commensurate
      with these special duties, all members of Senior Financial Management and other
      employees each agree that he or she will:





1.
            Act
                honestly and ethically in the performance of their duties at Metalline,
                avoiding actual or apparent conflicts of interest in personal and
                professional relationships.


2.
            Provide
                information that is accurate, complete, objective, relevant, timely
                and
                understandable to ensure full, fair, accurate, timely, and understandable
                disclosure in reports and documents filed with or submitted to the
                SEC or
                used in other public communications by the
                Company.




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3.
            Comply
                with rules and regulations of federal, state, provincial, local and
                overseas governments, as well as those of other appropriate private
                and
                public regulatory agencies that affect the conduct of the Company’s
                business and the Company’s financial
                reporting.


4.
            Act
                in good faith, responsibly, with due care, competence and diligence,
                without misrepresenting material facts or allowing one’s independent
                judgment to be subordinated.


5.
            Respect
                the confidentiality of information acquired in the course of one’s work,
                except when authorized or otherwise legally obligated to disclose
                such
                information. Further, confidential information acquired in the course
                of
                performing one’s duties for Metalline will not be used for personal
                advantage.


6.
            Share
                knowledge and maintain skills relevant to carrying out the member’s duties
                within the Company.


7.
            Proactively
                promote and set an example of ethical behavior as a responsible partner
                among peers and colleagues in the work environment and
                community.


8.
            Achieve
                responsible use of and control over all assets and resources of the
                Company to which they are
                entrusted.


9.
            Promptly
                bring to the attention of the Chief Executive Officer, any information
                concerning (a) any conduct believed to be a violation of law or business
                ethics, or this Code, including any transaction or relationship that
                reasonably could be expected to give rise to such a conflict, (b)
                significant deficiencies in the design or operation of internal controls
                which could adversely affect the Company’s ability to record, process,
                summarize and report financial data or (c) any fraud, whether or
                not
                material, that involves management or other employees who have a
                significant role in Metalline’s financial reporting, disclosures, or
                internal controls.





**D.**  **Reporting
      and Treatment of Violations**





Persons
      who become aware of suspected violations of this Code should report such
      suspected violations promptly to any member of the Company’s Board of Directors.
      To assist in the response to or investigation of the alleged violation, the
      report should contain as much specific information as possible to allow for
      proper assessment of the nature, extent and urgency of the alleged violation.
      Without limiting the foregoing, the report should, to the extent possible,
      contain the following information:





·
            the
                alleged event, matter or issue that is the subject of the alleged
                violation;


·
            the
                name of each person involved;


·
            if
                the alleged violation involves a specific event or events, the approximate
                date and location of each event;
                and


·
            any
                additional information, documentation or other evidence available
                relating
                to the alleged violation.


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The
      Board
      of Directors has the power to monitor, investigate, make determinations and
      take
      action with respect to violations of this Code. In determining whether a
      violation of this Code has occurred, the Board of Directors may take into
      account:




·
            the
                nature and severity of the violation;


·
            whether
                the violation was a single occurrence or involved repeated
                occurrences;


·
            whether
                the violation appears to have been intentional or
                inadvertent;


·
            whether
                the person in question had been advised prior to the violation as
                to the
                proper course of action;


·
            whether
                the person in question had committed other violations in the past;
                and




·
            such
                other facts and circumstances as the Board of Directors shall deem
                advisable in the context of the alleged violation.




Acknowledgement .
      Each
      employee, consultant, officer, and director of Metalline must acknowledge that
      he or she has received a copy of this Code of Ethics and has reviewed this
      Code
      of Ethics. This acknowledgement will be maintained in your employee
      files.





Acknowledged:





_____________________________


[name
      and
      title]   Date





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