Exhibit 11.1  CODE OF BUSINESS CONDUCT AND ETHICS  1.Purpose  The Management Board (each, a Board ) of each of Aurelia Energy N.V.,
Bluewater Holding B.V. and Bluewater Energy Services B.V. (the Companies) has adopted the following Code
of Business Conduct and Ethics (the Code)
for their respective managing directors and officers.  This Code is
intended to focus each Board and each managing director and officer on areas of
ethical risk, provide guidance to managing directors and officers to help them
recognize and deal with ethical issues, provide mechanisms to report unethical
conduct, and help foster a culture of honesty and accountability within Aurelia
Energy N.V. and its consolidated subsidiaries (the Group).  Each managing director and officer must comply
with the letter and spirit of this Code.  No code or policy can anticipate every
situation that may arise.  Accordingly, this Code is intended to serve as
a source of guiding principles for managing directors and officers.
 Managing directors and officers are encouraged to bring questions about
particular circumstances that may involve one or more of the provisions of this
Code to the attention of other members of the relevant Board or, if there are
no other members of the relevant Board, the shareholders of the relevant
Company or other appropriate persons within the Company or the Group (each, a Designated Person and, together, Designated Persons) who may consult with
inside or outside legal counsel as appropriate.  2.Introduction.  Each managing director and officer is
expected to adhere to a high standard of ethical conduct. The good name of any
company depends on the way it conducts its business and the way the public
perceives that conduct. Unethical actions, or the appearance of unethical
actions, are not acceptable. Managing directors and officers are expected to be
guided by the following principles in carrying out their responsibilities:  Loyalty.
 No managing director or officer should be, or appear to be, subject to
influences, interests or relationships that conflict with the best interests of
the Group.  Compliance with Applicable Laws. The Company, its managing directors, officers, and its employees
are expected to comply with laws and regulations applicable to the Groups activities.  Observance of Ethical Standards. In the conduct of their duties, each managing director and officer
must adhere to high ethical standards.  These include honesty and
fairness.  3.Conflict of Interest.  Managing directors and officers must avoid
any conflicts of interest between the managing director or officer, as the case
may be, and the Group.  Any situation that involves, or may involve, a
conflict of interest with the Group, should be disclosed promptly to the
relevant Designated Person or Designated Persons, who may consult with inside
or outside legal counsel as appropriate.  A conflict
of interest can occur when a managing directors or officers
personal interest is adverse to, or may appear to be adverse to, the interests
of the Group as a whole.  Conflicts of  1 
   interest also arise when a managing director,
an officer, or a member of his or her immediate family, receives improper
personal benefits as a result of his or her position as a managing director or
officer of the Company.  For this purpose, an immediate family includes
a persons spouse, parents, children, siblings, mothers and fathers-in-law,
sons and daughters-in-law, brothers and sisters-in-law and anyone (other than
employees) who share such persons home.  This Code does not attempt to describe all
possible conflicts of interest which could develop. Some of the more common
conflicts from which managing directors must refrain, however, are set out
below.  Improper conduct and activities.Managing directors and officers may not engage in any conduct or
activities that are inconsistent with the Groups best interests or that
disrupt or impair the Groups relationship with any person or entity with which
the Group has or proposes to enter into a business or contractual relationship.  Compensation from non-Group sources.  Managing directors and officers may not accept compensation
(in any form) for services performed for the Group from any source other than
the Group.  Gifts.
 Managing directors, officers, and members of their immediate families may
not accept gifts from persons or entities where any such gift is being made in
order to influence the managing directors or officers actions, or where
acceptance of the gifts could create the appearance of a conflict of interest.  Personal use of Group assets.  Managing directors and officers may not use Group assets,
labor or information for personal use unless approved by the relevant
Designated Person or Designated Persons or as part of a compensation or expense
reimbursement program available to managing directors and officers.  4.Corporate Opportunities.  Managing directors and officers are
prohibited from taking for themselves personally opportunities related to the Groups
business using the Groups property, information, or position for personal gain
or competing with the Group for business opportunities, provided, however,
if the relevant corporate body determines that the Group will not pursue an
opportunity that relates to the Groups business, after disclosure of all
material facts by the managing director seeking to pursue the opportunity, the
managing director may do so.  5.Confidentiality.  Each managing director and officer should
maintain the confidentiality of information entrusted to him or her by the
Group and any other confidential information about the Group, its business,
customers or suppliers that comes to him or her, from whatever source, in his
or her capacity as a managing director or officer, as the case may be, except
when disclosure is authorized or legally mandated.  For purposes of this
Code, confidential information
includes all non-public information relating to the Group, its business,
customers or suppliers.  2 
   6.Compliance with Laws, Rules and Regulations; Fair Dealing.  Managing directors and officers shall comply,
and oversee policies designed to promote compliance by employees, officers and
other managing directors, with laws, rules and regulations applicable to the
Group, including insider trading laws. Managing directors and officers shall
oversee policies designed to promote ethical dealing by employees and officers
with the Groups customers, suppliers, competitors and employees.  7.Encouraging the Reporting of Illegal or Unethical Behavior.  Managing directors and officers should
promote ethical behavior and encourage an environment in which the Group
encourages employees to talk to supervisors, managers and other appropriate
personnel when in doubt about the best course of action in a particular
situation,  encourages employees to
report violations of laws, rules, or regulations to appropriate personnel and
informs employees that the Group will not allow retaliation for reports made in
good faith.  8.Conclusion.  Managing directors and officers should
communicate any suspected violations of this Code promptly to the relevant
Designated Person or Designated Persons.  Violations will be investigated
by the relevant Designated Person or Designated Persons or by a person or
persons designated by them and appropriate action will be taken in the event of
any violations of the Code.  3