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                                                                    EXHIBIT 11.1

                             CAMPBELL RESOURCES INC.

                          STANDARDS OF ETHICAL CONDUCT

GENERAL PRINCIPLES OF CONDUCT

The Company is committed to:

-        operate in a responsible manner that complies with applicable laws,
         rules and regulations;

-        provide a safe and healthy workplace;

-        operate free from favoritism, fear, coercion, discrimination or
         harassment; and

-        provide full, fair, accurate, timely and understandable disclosure in
         reports and documents filed with any governing body or publicly
         disclosed;

and the Company requires its directors and officers to provide leadership and
direction with respect to these principles and standards.

These principles and the following standards apply to all directors and officers
of the Company.

DUTY OF LOYALTY

Directors and officers must act honestly, in good faith, and in the best
interests of the Company. In placing the interests of the Company ahead of their
own personal or business interests, directors and officers must:

-        avoid situations that place the director or officer in a conflict of
         interest (a more comprehensive description of which is set out in
         Schedule "A");

-        be honest and ethical in dealing within the Company and with others on
         behalf of the Company;

-        maintain confidentiality of information received in the capacity as a
         director or officer; and

-        avoid situations where a director or officer could profit at the
         expense of the Company, appropriate a business opportunity of the
         Company, or otherwise put the director or officer in a position of
         conflict between the director's or officer's own private interests and
         the best interests of the Company.

DUTY OF CARE

Directors and officers owe a duty of care to the Company and must exercise the
degree of skill and diligence reasonably expected from an ordinary person of his
or her knowledge and experience.

DUTY TO DISCLOSE

A director has a duty to disclose to the Board his or her private interests in
transactions in which the Company is involved or proposes to be involved. An
officer must disclose such interests to the Corporate Secretary.

ALLEGATIONS OF WRONGDOING

A director has a duty to report to the Board any activity which:

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-        he or she believes contravenes the law;

-        represents a real or apparent conflict of interest or a breach of these
         standards;

-        represents a misuse of the Company's funds or assets;

-        represents a danger to public health, safety, or the environment; or

-        might result in a failure by the Company to provide full, fair,
         accurate and timely disclosure of financial results and material facts.

An officer has a duty to report such activities to the Corporate Secretary.

CONFLICT REPORTING AND APPROVAL

If a director or officer finds himself or herself in a conflict or potential
conflict of interest, his or her duties are as follows:

         FOR OFFICERS:

                  -        The conflict or potential conflict should be
                           immediately reported to the immediate superior of the
                           officer.

                  -        If the officer and the immediate superior cannot
                           resolve the conflict or potential conflict, the
                           Corporate Secretary should be informed.

                  -        For non-executive officers, the Corporate Secretary,
                           together with the CEO, may, in appropriate
                           circumstances as they determine in their best
                           judgment, waive a conflict. Any such waivers must be
                           reported to the Board of Directors at its next
                           meeting.

                  -        For executive officers, only the Board of Directors
                           may waive a conflict.

         FOR DIRECTORS:

                  -        Immediately report the conflict or potential conflict
                           to the Chairman of the Board and Corporate Secretary.

                  -        If the director and the Chairman and the Corporate
                           Secretary cannot resolve the conflict or potential
                           conflict, the director must:

                                    disclose the conflict or potential conflict
                                    to all directors; and

                                    abstain or recuse, as the case may be, from
                                    any vote or meeting in connection with the
                                    subject of the conflict.

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                                  SCHEDULE "A"

                              CONFLICT OF INTEREST

CONFLICT OF INTEREST STANDARDS

A conflict of interest may be real or apparent.

A real conflict of interest occurs when a director or officer exercises an
official power or performs an official duty or function and at the same time
knows that in the exercise of the official power or the performance of the duty
or function there is the opportunity to further his or her private interest.

An apparent conflict of interest occurs when a reasonably well-informed person
could have a perception that the ability by a director or officer to exercise an
official power or to perform an official duty or function was or will be
affected by the private interest of the director or officer.

Directors and officers must perform their responsibilities in a manner that
avoids any real or apparent conflict of interest between private interests and
the interests of the Company.

Examples of conflict of interests are as follows:

FURTHERING OF PRIVATE INTERESTS

If a director or officer is directly or indirectly interested in a proposed
activity or transaction with the Company or if the director or officer has
discretionary, decision-making power which could bring about financial benefit
to the director or officer due to his or her financial holdings or business and
property interests, there is potential for a conflict of interest. In these
instances at a minimum, these circumstances and these holdings should be
disclosed to the Corporate Secretary. If it is determined there is a conflict of
interest, the conflict must be disclosed to the Board.

Directors and officers must not engage in such activities or transactions where
the activity or transaction may be detrimental to the Company or where the
activity is in substantial conflict with the proper discharge of duties to the
Company by the director or officer.

CORPORATE INFORMATION AND OPPORTUNITIES

Directors and officers must not engage in any transactions for personal profit
which result or may result from the official position or authority of the
director or officer or upon confidential or non-public information which the
director or officer gains by reason of such position or authority.

Confidential information (that is, information that is not generally available
to the public) that a director or officer receives through his or her office or
employment must not be divulged to anyone other than persons who are authorized
to receive the information. Directors and officers must not use confidential
information that is gained due to his or her position or authority in order to
further the private interests of the director or officer. Directors and officers
must also not disclose such information to anyone not authorized to receive such
information, including spouses, associates, immediate family, friends, or
persons with whom the officer is connected by frequent or close association.

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CORPORATE OPPORTUNITY

Directors and officers cannot divert to a third party, themselves, their
spouses, their children or a private corporation controlled by any of these
individuals, a maturing business opportunity that the Company is pursuing.

PREFERENTIAL TREATMENT OF OTHERS

Directors and officers must not assist others in their dealings with the Company
if this may result in preferential treatment. A director or officer who
exercises regulatory, inspection, compliance or other discretionary authority
over others, must disqualify themselves from dealing with individuals where the
relationship of the director or officer with the individual could bring the
impartiality of the director or officer into question.

USE OF CORPORATE PROPERTY FOR PRIVATE INTEREST

Directors and officers must not use corporate property to pursue private
interests or the interests of a spouse, family members or a private corporation
controlled by any of these individuals. Corporate property includes real and
tangible items such as land, buildings, furniture, fixtures, equipment supplies,
and vehicles and also includes intangible items such as data, computer systems,
reports, information, proprietary rights, patents, trademarks, copyrights,
logos, name and reputation. The Company may, through prior written approval by
an appropriate person within the Company, authorize a director or officer to use
corporate property where doing so does not result in additional costs to the
Company, does not detract from the performance of duties to the Company by the
director or officer, and does not result in a material personal gain.

ACCEPTING SIGNIFICANT GIFTS, BENEFITS AND ENTERTAINMENT

Directors and officers must not solicit or accept benefits, entertainment or
gifts in exchange for or as a condition of the exercise of duties or as an
inducement for performing an act associated with the duties or responsibilities
of the director or officer to the Company except within the guidelines set forth
below. Directors and officers generally may accept gifts, hospitality or other
benefits associated with official duties and responsibilities if such gifts,
hospitality or other benefits:

-        are within the bounds of propriety, a normal expression of courtesy or
         within the normal standards of hospitality;

-        would not bring suspicion on the objectivity and impartiality of the
         director or officer; and

-        would not compromise the integrity of the Company.

An improper gift or benefit should be returned to the person offering it as soon
as practicable. If there is no opportunity to return an improper gift or
benefit, or where the return may be perceived as offensive for cultural or other
reasons, the gift must immediately be disclosed to the Corporate Secretary and
turned over to the Corporate Secretary who will attend to a suitable disposition
of the item.

WORKING RELATIONSHIPS

Directors, officers and individuals who are direct relatives or who permanently
reside together may not be employed or hold office in situations where:

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-        a reporting relationship exists where a director or officer has
         influence, input or decision-making power over the performance,
         evaluation, salary, special permissions, conditions of work or similar
         matters of the relative or cohabitant;

-        the working relationship affords an opportunity for collusion between
         the individuals that could have a detrimental effect on the interest of
         the Company.

This restriction may be waived if the Corporate Secretary is satisfied that
sufficient safeguards are in place to ensure that the interests of the Company
are not compromised.