CODE OF BUSINESS CONDUCT AND ETHICS

Superior Plus Corp.

Superior Plus Corp. ("Superior") and its divisions, partnerships, affiliates and subsidiaries, including their pension governance bodies (collectively referred to as "Superior Plus") will each adhere to the highest ethical standards in all of their business activities, and all of the directors and officers and the employees and consultants of Superior Plus are expected to maintain these standards.

Superior Plus is committed to a culture of honesty, integrity and accountability to the continued success of our businesses and in achieving long-term value and profitable growth for the benefit of all stakeholders of Superior Plus.

Superior Plus and its directors, officers, employees and consultants shall comply with the letter and spirit of all laws, rules and regulations applicable to the activities of Superior Plus. A concern for what is right must underlie all business decisions.

Ignorance of the law is not, in general, a defence should a law be contravened. Moreover, agreements or arrangements need not necessarily be in writing to be contrary to the law since it is possible for a contravention to be inferred from the conduct of the parties. Accordingly, directors, officers, employees and consultants must diligently ensure that their conduct is not and cannot be interpreted as being in contravention of laws governing the affairs of Superior Plus in any jurisdiction where it carries on business.

In view of the ever-increasing complexity of the law affecting business activity, whenever a director, officer, employee or consultant is in doubt about the application or interpretation of any legal requirement, the director, officer, employee or consultant should seek the advice of the Chairman and CEO or the Lead Director of Superior or in either case if that is not satisfactory, Superior Plus's legal counsel, Macleod Dixon LLP.

1. Superior Plus believes in dealing openly and honestly with its security holders, customers, suppliers, contractors and industry partners.
2. No business operation is considered effective or complete without proper attention to safety, health and the environment.
3. Superior Plus believes that its directors, officers, employees and consultants are a valuable asset to be treated fairly without discrimination by reason of race, national or ethnic origin, colour, religion, age, sex, sexual orientation, marital status or physical handicap.
4. Directors, officers, employees and consultants shall not use their status with Superior Plus to obtain personal gain from those doing or seeking to do business with Superior Plus.
5. Directors, officers, employees and consultants shall not furnish, on behalf of Superior Plus, material gifts or provide extravagant entertainment to other persons. A gift is considered material if it is of such value that it would appear to be an enrichment for the recipient or that it could be a factor in influencing that person's behaviour. Entertainment will be considered extravagant if it would appear excessive to an objective observer. At times, Superior Plus's suppliers may offer gifts, including entertainment. While gifts of cash are never acceptable, you may accept nominal gifts on behalf of Superior Plus. Acceptable gifts or entertainment are limited to entertainment and sporting event tickets, dinners with clients, customers or suppliers. Entertainment or gifts must be moderate and intended only to advance business goals. If you are having difficulty determining whether a specific gift or entertainment item lies within the bounds of acceptable business practice, consult a senior officer of Superior Plus for advice in this regard or if you are a director, consult the Chairman and CEO.
6. The direct or indirect use of Superior Plus funds, goods or services as contributions to political parties, campaigns or candidates for election to any level of government requires approval of the Chairman and CEO of Superior.
7. All dealings between directors, officers, employees and consultants of Superior Plus and public officials are to be conducted in a manner that will not compromise the integrity or harm the reputation of any public official or Superior Plus.
8. Directors, officers, employees and consultants who become involved in a situation in which their personal interests conflict or might conflict with their duties to Superior Plus must immediately report the situation to their manager or a senior executive officer or, in the case of directors and officers, to the Chairman and CEO, of Superior.
9. Directors, officers, employees and consultants have an obligation to promote the best interests of Superior Plus at all times. They should avoid any action which may involve a conflict of interest with Superior Plus. Directors, officers, employees and consultants should not have any undisclosed, unapproved financial or other direct or indirect business relationships with suppliers, customers or competitors that might impair the independence of any judgement they may need to make on behalf of Superior Plus. Conflicts of interest would also arise if a director, officer, employee or consultant, or a member of his or her family, receives improper personal benefits as a result of his or her position with Superior Plus.
10. Where conflicts of interest arise, directors, officers, employees and consultants must provide full disclosure of the circumstances and not be involved in any related decision making process.
11. Directors, officers, employees and consultants must also avoid apparent conflicts of interest, which occur where a reasonable observer might assume there is a conflict of interest and, therefore, a loss of objectivity in their dealings on behalf of Superior Plus.
12. All directors, officers, employees and consultants are responsible for protecting the assets of Superior Plus and managers are specifically responsible for establishing and maintaining appropriate internal controls to safeguard Superior Plus's assets against loss from unauthorized use or disposition.
13. The books and records of Superior Plus must reflect in reasonable detail all of its business transactions in a timely, fair and accurate manner in order to, among other things, permit the preparation of accurate financial statements in accordance with generally accepted accounting principles. All assets and liabilities of Superior Plus must be recorded as necessary to maintain accountability for them. All business transactions must be properly authorized and transactions must be supported by accurate documentation in reasonable detail and recorded properly.
14. No information may be concealed from the external auditors, the board of directors (the "Board") of Superior or the Audit Committee of the Board. In addition, it is illegal to fraudulently influence, coerce, manipulate or mislead an external auditor who is auditing the financial statements of Superior Plus.
15. Certain of Superior Plus's records, reports, papers, devices, processes, plans, methods and apparatus are considered by Superior Plus to be confidential information, and directors, officers, employees and consultants are prohibited from revealing such matters except as may be allowed under the terms of the Communication and Disclosure Policy and Practices of Superior Plus (the "Disclosure Policy"). Confidential information includes, but is not limited to, technical information, results, observations, analyses, compilations, evaluations, assessments, business or commercial data or plans and investor related data. The term "confidential information" relates to the underlying nature of the information, covering both oral and written information, and is independent of the medium on which the information is stored. It thus covers information stored on paper, various magnetic media, computer, microfiche or any other medium.
16. During the course of employment in the case of employees, the term of the consulting contract with Superior Plus in the case of consultants and during their term as directors or officers in the case of directors and officers of Superior Plus and for a period of one year thereafter, directors, officers, employees and consultants shall not use for their own financial gain or disclose for the use of others, confidential information, obtained as a result of their position with Superior Plus.
17. Directors, officers, employees and consultants must strictly adhere to the terms outlined in Superior Plus's Insider Trading Policy to ensure compliance with applicable Canadian securities laws governing trading in securities of Superior Plus while in possession of material non-public information concerning Superior Plus, and tipping or disclosing material non-public information to outsiders and to avoid embarrassment by preventing the appearance of improper trading or tipping.
18. As a publicly traded entity, Superior has an obligation to comply with the rules relating to disclosure of material and price sensitive information under the relevant Canadian securities legislation and the rules and guidance of the Toronto Stock Exchange.
19. In accordance with Superior Plus's disclosure obligations, all financial communications and reports must contain full, fair, accurate, timely and understandable disclosure and will be delivered in a manner that facilitates the highest degree of clarity of content and meaning so that readers and users will be able to quickly and accurately determine their significance and consequence. All directors, officers, employees and consultants who are responsible for the preparation of Superior Plus's public disclosure, or who provide information as part of the process, have a responsibility to ensure that such disclosure is prepared and information is provided honestly, accurately and in compliance with the various Superior Plus disclosure controls and procedures.
20. In accordance with the Disclosure Policy, any director, officer, employee or consultant in possession of material information must not disclose such information before its public disclosure and must take steps to ensure that Superior Plus complies with its timely disclosure obligations.
21. Speculation in business, shares and other securities, land or other ventures of any kind on the basis of confidential information obtained in the course of a director's, officer's, employee's or consultant's duties with Superior Plus is prohibited. This includes but is not limited to shares or securities of any company which Superior Plus is evaluating or is studying as a possible acquisition or with whom a major contract may be concluded. Use or disclosure of such information can result in civil or criminal penalties, for both the individuals involved and Superior Plus.
22. It is the responsibility of every director, officer, employee and consultant to bring to the attention of Superior Plus knowledge of any situation which might adversely affect the reputation of Superior Plus. All directors, officers, employees and consultants are encouraged to report, verbally, or in writing any evidence of improper practice of which they are aware. As used here, the term "improper practice" means any illegal, fraudulent, dishonest, unsafe, negligent or otherwise unethical action by a director, officer, employee or consultant.
23. Superior Plus and the directors, officers and the employees of Superior Plus and consultants shall comply with copyright law and any other laws applicable to the use of computer software, hardware and related materials of Superior Plus, as well as with any and all contracts entered into by Superior Plus with suppliers or licensers of computer software, hardware and related materials.
24. Any waiver of this Code of Business Conduct and Ethics (the "Code") for directors, officers, employees or consultants may be made only by the Board and will be promptly disclosed if required by law, regulation or stock exchange requirement. Any amendment of this Code will be disclosed as required by law.

All directors, officers, employees and consultants are responsible for abiding by this Code. This includes individuals responsible for the failure to exercise proper supervision and to detect and report a violation by their subordinates. All directors, officers, employees and consultants shall report violations of this Code in accordance with the procedures described in Superior Plus's Whistle-Blower Policy. Violations of this Code will result in Superior Plus taking effective remedial action commensurate with the severity of the violation. This action may include disciplinary measures up to and including termination in the case of a director, employee or officer or termination of the consulting contract in the case of a consultant and, if warranted, legal proceedings. If determined appropriate, a matter may be referred to the appropriate authorities.

This code was approved by the Board of Directors on February 18, 2009.

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