**BYWATER      RESOURCES INC.**

**FINANCIAL      CODE OF ETHICS**

| -      | Act                with honesty and integrity, avoiding actual or actual conflicts of                interest in personal and professional relationships.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
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| -      | Provide                information that is accurate, complete, objective, relevant, timely                and                understandable to ensure full, fair, accurate, timely, and understandable                disclosure in the reports and documents that Bywater files with,                or                submits to, government agencies and in other public                communications.                                                                                                                                                                                                                                     |
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| -      | Comply                with the rules and regulations of federal, state and local governments,                and other appropriate private and public regulatory                agencies.                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
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| -      | Act                in good faith, responsibly, with due care, competence and diligence,                without misrepresenting material facts or allowing one’s independent                judgment to be subordinated.                                                                                                                                                                                                                                                                                                                                                                                                                  |
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| -      | Respect                the confidentiality of information acquired in the course of one’s work,                except when authorized or otherwise legally obligated to disclose.                Confidential information acquired in the course of one’s work will not be                used for personal advantage.                                                                                                                                                                                                                                                                                                             |
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| -      | Share                job knowledge and maintain skills important and relevant to stakeholders                needs.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
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| -      | Proactively                promote and be an example of ethical behavior as a responsible partner                among peers, in the work environment and in the                community.                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
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| -      | Achieve                responsible use of, and control over, all Bywater assets and resources                employed by, or entrusted to yourself, and your                department.                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
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| -      | Receive                the full and active support and cooperation of Bywater’s Officers, Sr.                Staff, and all employees in the adherence to this Financial Code                of                Ethics.                                                                                                                                                                                                                                                                                                                                                                                                                   |
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| -      | Promptly                report to the CEO or CFO any conduct believed to be in violation                of law or                business ethics or in violation of any provision of this Code of                Ethics,                including any transaction or relationship that reasonably could be                expected to give rise to such a conflict. Further, to promptly report                to                the Chair of Bywater’s Audit Committee such conduct if by the CEO or CFO                or if they fail to correct such conduct by others in a reasonable                period                of time. |