Exhibit 11.1  BRITANNIA
BULK PLC  and
its SUBSIDIARIES  CODE
OF BUSINESS CONDUCT AND ETHICS


TABLE  of  CONTENTS  PageI.
  INTRODUCTION
  1II.
  COMPLIANCE WITH LAWS, RULES AND REGULATIONS
  1III.
  CONFLICTS OF INTEREST
  1IV.
  INSIDER TRADING
  2V.
  MARKET ABUSE
  2VI.
  RECORD-KEEPING AND QUESTIONABLE ACCOUNTING OR
  AUDITING MATTERS
  2VII.
  CORPORATE OPPORTUNITIES
  3VIII.
  CONFIDENTIALITY
  3IX.
  COMPETITION AND FAIR DEALING
  3X.
  PROTECTION AND PROPER USE OF COMPANY ASSETS
  3XI.
  DISCRIMINATION AND HARASSMENT
  4XII.
  HEALTH AND SAFETY
  4XIII.
  PAYMENTS TO GOVERNMENT PERSONNEL
  4XIV.
  COMPLIANCE PROCEDURES
  4XV.
  FINANCIAL AND ACCOUNTING OFFICERS AND MANAGERS
  5XVI.
  REPORTING ANY ILLEGAL OR UNETHICAL BEHAVIOR
  6XVII.
  NO RETALIATION
  6XVIII.
  DISCIPLINE
  7XIX.
  WAIVERS OR CHANGES OF THE CODE OF BUSINESS CONDUCT
  AND ETHICS
  7XX.
  ADMINISTRATION
  7Appendix
  8   (i)


Britannia
Bulk Plc  and its
subsidiaries   CODE OF
BUSINESS CONDUCT AND ETHICS   Approved  By  Board of
Directors


BRITANNIA
BULK PLC  and its
SUBSIDIARIES   CODE OF
BUSINESS CONDUCT AND ETHICS  I.INTRODUCTION  This
Code of Business Conduct and Ethics (the Code)
of Britannia Bulk Plc and its subsidiaries (collectively, the Company) covers a wide range of business
practices and procedures. The Code represents both the code of ethics for the
principal executive officer, principal financial officer, principal accounting
officer or controller and persons performing similar functions (the Senior Financial Officers) under
Securities and Exchange Commission (the SEC)
rules. The Code applies to all directors, officers, and employees. It
does not cover every issue that may arise, but it sets out basic guidelines as
no set of rules can cover every business situation. Every employee,
officer and director of the Company must conduct himself or herself according
to this Code and seek to avoid even the appearance of improper behaviour. The
Code should also be provided to, and followed by, the Companys agents and
representatives, including consultants. If a law conflicts with a policy in
this Code, each party should obey the law; however, if a local custom or policy
conflicts with this Code, you must comply with this Code. If you have any
questions, concerns, or are unsure about how to interpret this Code, you should
ask your supervisor how to handle the situation.  II.COMPLIANCE
WITH LAWS, RULES AND REGULATIONS  Abiding
with the law is the foundation on which this Companys reputation is built. All
directors, officers, and employees will obey the applicable laws, rules and
regulations of Luxembourg, the United Kingdom and the United States and those
other countries, states, counties, cities and jurisdictions in which the
Company conducts its business and to which the Company and its directors,
officers or employees are subject. The Code does not summarise all such laws, rules and
regulations, but it is important to know enough about such local jurisdictions
laws, rules and regulations in order to determine when to seek advice from
your supervisor, manager or appropriate personnel.  III.CONFLICTS
OF INTEREST  A
conflict of interest exists when a persons private interest interferes in
any way with the interests of the Company. A conflict situation can arise when
an employee, officer or director takes actions or has interests that may make
it difficult to perform his or her Company work objectively and effectively.
Conflicts of interest may also arise when an employee, officer or director, or
members of his or her family, receives improper personal benefits as a result
of his or her position in the Company. Loans to, or guarantees of obligations
of, employees and their family members may create conflicts of interest. It is
almost always a conflict of interest for a Company employee to work
simultaneously for a competitor, customer or supplier. Further, you are not
allowed to work for a competitor as a consultant or member of the Board of
Directors. The best policy is to avoid any direct or indirect business
connection with our customers, suppliers or competitors, except on our behalf.
Conflicts of interest are prohibited as a matter of Company policy, except
under guidelines approved by the Board of Directors. Conflicts of interest may
not always be clear and/or obvious, so if you have a question you should
consult with corporate management. Any employee, officer or director who
becomes aware of a conflict or potential conflict should bring it to the
attention of a supervisor, manager or other appropriate personnel or consult
the procedures described in Section XVI of this Code, Reporting any
Illegal or Unethical Behaviour.  1


IV.INSIDER
TRADING  Employees,
officers and directors who have access to confidential information are not
permitted to use or share that information for security trading purposes or for
any other purpose except to conduct Company business. All non-public
information about the Company should be considered confidential information. To
use non-public information for personal financial benefit, to tip others who
might make an investment decision to buy or sell Britannia Bulk Plc securities,
to disclose the inside information or to encourage another person to deal in
the securities on the basis of this information is not only unethical but also
illegal. If you are uncertain about whether you have material non-public
information about the Company, you should consult a corporate officer who may
refer you to the Companys legal counsel before trading in the Companys
securities.  V.MARKET
ABUSE  Employees,
officers and directors must observe the standard of behaviour reasonably
expected of a person in their position. 
Employees, officers and directors must not effect transactions which
give a false or misleading impression or secure the price of the Company
securities at an abnormal level or employ fictitious devices or any other form
of deception to effect transactions. 
Employees, officers and directors must not disseminate inside information
by any means which gives a false impression, including a false impression as to
the price or value of the Company securities, or which would be regarded by a
regular user of the market as behaviour that would distort the market in the
Company securities.  VI.RECORD-KEEPING
AND QUESTIONABLE ACCOUNTING OR AUDITING MATTERS  The
Company requires honest and accurate recording and reporting of information in
order to make responsible business decisions. Financial information should be
recorded promptly and accurately to ensure timely and accurate reporting of
financial information. The Company seeks to have every business record
accurate, complete and reliable. Directors, officers, and employees are
responsible to report to the Company any concerns regarding questionable
accounting or auditing matters that come to their attention. Senior accounting
personnel and, where applicable, all other directors, officers and employees
should take such actions as are necessary to ensure that in all material
respects the Companys books and records contain no false or misleading
entries, the Companys business transactions are properly authorised and
recorded completely and accurately in accordance with generally accepted
accounting principles (GAAP),
the documents the Company files with the SEC, or makes available to the public,
contain full, fair, accurate, timely and understandable disclosures relating to
the Company.  2


VII.CORPORATE
OPPORTUNITIES  Employees,
officers and directors are prohibited from taking for themselves personally,
opportunities that are discovered through the use of corporate property,
information or position without the consent of the Board of Directors. No
employee, officer or director may use corporate property, information, or
position for improper personal gain, and no employee, officer or director may
compete with the Company directly or indirectly. Employees, officers and
directors owe a duty to the Company to advance the Companys legitimate interests
when the opportunity to do so arises.  VIII.CONFIDENTIALITY  Directors,
officers, and employees are expected to maintain the confidentiality of
information entrusted to them by the Company, its suppliers, or customers,
except when disclosure is either expressly authorised by the Company or
required by law. Confidential information includes, but is not limited to,
non-public information that might be of use to competitors, or be harmful to
the Company or its customers, if disclosed. It also includes information that
suppliers and customers have entrusted to the Company. The obligation to
preserve confidential information continues even after employment ends.
Directors, officers and employees retain the duty to keep Company information
confidential after termination of employment or other relationship with the
Company. Each employee, officer and director hereby covenants to abide by this
provision regardless of whether such person is employed by or affiliated with
the Company. The Company will pursue all legal remedies available at law or in
equity to prevent any former employee, officer or director from using Company
confidential information.  IX.COMPETITION
AND FAIR DEALING  The
Company will compete fairly and honestly and gain competitive advantages
through superior performance, not unethical or illegal business practices.
Directors, officers, and employees should respect the rights of, and deal
fairly with, the Companys customers, suppliers, competitors, and employees.
Directors, officers, and employees are expected to avoid taking unfair
advantage of anyone through manipulation, concealment, abuse of privileged or
confidential information, misrepresentation of material facts or other unfair
practices.  X.PROTECTION
AND PROPER USE OF COMPANY ASSETS  Directors,
officers, and employees are expected to protect the Companys assets and ensure
their efficient use. Company assets should be used for legitimate business
purposes only, however, incidental personal use may be permitted. Theft, fraud,
waste and misuse of Company assets have a direct impact on the Companys
profits.  3


Suspected
instances of fraud or theft should be reported immediately for investigation to
your supervisor or other corporate officer.  XI.DISCRIMINATION
AND HARASSMENT  The
diversity of the Companys employees is a tremendous asset. We are firmly
committed to providing equal opportunity in all aspects of employment and will
not tolerate any illegal discrimination or harassment of any kind. Examples
include derogatory comments based on racial, ethnic or gender characteristics,
as well as unwelcome sexual advances.  XII.HEALTH
AND SAFETY  The
Company strives to provide each employee with a safe and healthy work
environment. Each employee has responsibility for maintaining a safe and
healthy workplace for all employees by following safety, health rules and
practices, as well as reporting accidents, injuries and unsafe equipment,
practices or conditions. Violence and threatening behaviour are not permitted.
Employees should report to work in condition to perform their duties, free from
the influence of illegal drugs or alcohol. The use of illegal drugs or alcohol
in the workplace will not be tolerated.  XIII.PAYMENTS
TO GOVERNMENT PERSONNEL  United Kingdom (U.K.) anti-corruption legislation prohibits, directly or
indirectly, corruptly soliciting, receiving or agreeing to receive anything of
value, or the promise of such, where it is an inducement to a member, servant
or officer of a public body to do something or to forbear from doing something
in a matter that is actual or proposed. 
Such prohibition extends to the bribery of foreign officials by a
company incorporated in the U.K. or by a U.K. national.  The
U.S. Foreign Corrupt Practices Act prohibits giving anything of value, directly
or indirectly, to officials of foreign governments or foreign political
candidates in order to obtain or retain business. It is strictly prohibited to
make illegal payments to government officials of any country. In addition, the
U.S. government has a number of laws and regulations regarding business
gratuities that may be accepted by U.S. government personnel.  The
promise, offer or delivery to an official or employee of the U.S. government or
to a U.K. public official of a gift, favour or other gratuity in violation of
their respective rules would not only violate Company policy but could
also be a criminal offence. U.S. State and U.S. local governments, as well as
foreign governments, may have similar rules. The Companys legal counsel can
provide guidance to you in this area.  XIV.COMPLIANCE
PROCEDURES  We
must all work to ensure prompt and consistent action against violations of this
Code. However, in some situations it is difficult to know right from wrong.
Since we cannot anticipate every situation that will arise, it is important
that we have a way to approach a new question or problem. The principles set
forth below, should be followed by all parties subject hereto in connection
with complying with the Code:  4


·
  
  Make sure you have all the facts. In order to
  reach the right solutions, we must be as fully informed as possible.·
  
  Ask yourself: What specifically am I being asked to do? Does it seem
  unethical or improper?This will enable you to
  focus on the specific question you are faced with, and the alternatives you
  have. Use your judgment and common sense; if something seems unethical or
  improper, it probably is.·
  
  Clarify your responsibility and role. In most
  situations, there is shared responsibility. Are your colleagues informed? It
  may help to get others involved and discuss the problem.·
  
  Discuss the problem with your supervisor.
  This is the basic guidance for all situations. In many cases, your supervisor
  will be more knowledgeable about the question and will appreciate being
  brought into the decision making process. Remember that it is your
  supervisors responsibility to help solve problems.·
  
  Seek help from Company resources. In the rare
  case where it may not be appropriate to discuss an issue with your
  supervisor, or where you do not feel comfortable approaching your supervisor
  with your question, discuss it with corporate management, or if that also is
  not appropriate,calla member of the Companys Audit Committee.·
  
  You may report an ethical violation in confidence and without fear of
  retaliation. If your situation requires that your
  identity be kept secret, your anonymity will be protected. The Company does
  not permit retaliation of any kind against employees for good faith reports
  of ethical violations.·
  
  Always ask first, act later. If you are
  unsure of what to do in any situation, seek guidance before you act.  XV.FINANCIAL
AND ACCOUNTING OFFICERS AND MANAGERS  The
Companys Senior Financial Officers, as well as Company Financial and
Accounting staff will exhibit and promote the highest standards of honest and
ethical conduct to the best of their knowledge and abilities by:  ·
  
  Conducting their personal and professional affairs in a way that
  avoids both real and apparent conflicts of interest between their personal
  and professional relationships.·
  
  Refraining from engaging in any activity that would compromise their
  professional ethics or otherwise prejudice their ability to carry out their
  duties to the Company.·
  
  Communicating to executive management of the Company and to
  accountants engaged in financial audits of the Company, all relevant
  unfavourable as well as favourable information and professional judgments or
  opinions.  5


·
  
  Encouraging open communication and full disclosure of financial
  information by providing a well understood process under which management is
  kept informed of financial information of importance, including any departures
  from sound policy, practice, and accounting norms.·
  
  Ensuring that all relevant staff members understand the Companys
  open communication and full disclosure standards and processes.·
  
  Refraining from disclosing confidential information acquired in the
  course of their work except where authorised, unless legally obligated to do
  so.·
  
  Informing subordinates, as appropriate, regarding the confidentiality
  of information acquired in the course of their work and monitoring, as
  needed, to ensure that subordinates maintain that confidentiality.·
  
  Refraining from using or appearing to use confidential information
  acquired in the course of their work for unethical or illegal advantage,
  either personally or indirectly through others.·
  
  Establishing appropriate systems and procedures to ensure that
  business transactions are recorded on the Company books in accordance with
  GAAP, established Company policy, and appropriate regulatory pronouncements
  and guidelines.·
  
  Establishing appropriate policies and procedures for the protection
  and retention of accounting records and information as required by applicable
  law, regulation, or regulatory guidelines.·
  
  Establishing and administering financial accounting controls that are
  appropriate to ensure the integrity of the financial reporting process and
  the availability of timely, relevant information for the safe, sound, and
  profitable operation of the Company.·
  
  Completely disclosing all relevant information reasonably expected to
  be needed by the Companys regulatory agencies, external auditors and
  compliance officer for the full, complete, and successful discharge of their
  duties and responsibilities.   XVI.REPORTING
ANY ILLEGAL OR UNETHICAL BEHAVIOUR  Employees
are encouraged to talk to supervisors, managers or other appropriate personnel
about observed or perceived illegal or unethical behaviour and when in doubt
about the best course of action in a particular situation. It is the policy of
the Company not to allow retaliation for reports of misconduct by others made
in good faith by employees. Employees are expected to cooperate in internal
investigations of misconduct.  XVII.NO RETALIATION  Any
retaliation for reports of misconduct by others, made in good faith by a
director, officer, or employee, will not be tolerated. Any director, officer,
or employee who engages in retaliation is subject to discipline, up to and
including discharge from the Company and where appropriate, civil liability
and/or criminal prosecution.  6


XVIII.DISCIPLINE  The
Company expects directors, officers and employees to adhere to this Code in
carrying out their duties or responsibilities for the Company. Those who
violate the policies in this Code will be subject to disciplinary action, up to
and including discharge from the Company, and where appropriate, civil
liability and/or criminal prosecution. If you are in a situation that you
believe may violate the Code, you should follow the policies in Section XVI
of this Code, Reporting any Illegal or Unethical Behaviour.  XIX.WAIVERS
OR CHANGES OF THE CODE OF BUSINESS CONDUCT AND ETHICS  Any
waiver of this Code for executive officers, directors, employees or consultants
may be made only by the Board of Directors, and such waiver, and the reasons
therefore, shall be promptly disclosed to shareholders and others as required
by law, other regulations, or stock exchange regulation, as applicable.  XX.ADMINISTRATION  The
Board of Directors will help ensure this Code is properly administered. The
Board of Directors or a committee of the Board of Directors will be responsible
for the annual review of the procedures in place to implement this Code. Any
changes to this Code require approval by the Board of Directors and will be
promptly disclosed as required by law or regulation. All officers and
supervisors are responsible for reviewing this Code with their employees and
ensuring that they have signed the attached certification. Officers and
Supervisors of the Company also have a duty to help ensure compliance with this
Code through the review of practices and procedures in place to facilitate
compliance with this Code.  7


Appendix  CERTIFICATION  I hereby
acknowledge that I have read the Code of Business Conduct and Ethics for
Britannia Bulk Plc and its subsidiaries, have become familiar with its contents
and will comply with its terms. Any violations of which I am aware are noted
below:   Name (please
  print)SignatureDatePlease describe
  any violations, exceptions or comments below:  8