Conflict of Interest Policy

Fertilis Terrae Inc. ("Fertilis Terrae")

Conflict of Interest Policy

For Directors and Officers and

Members of a Committee with Board Delegated Powers

Article I - Purpose

1. The purpose of this Board conflict of interest policy is to protect Fertilis Terrae's interests when it is contemplating entering into a transaction or arrangement that might benefit the private interests of an officer or director of Fertilis Terrae or might result in a possible excess benefit transaction.

2. This policy is intended to supplement, but not replace, any applicable state and federal laws governing conflicts of interest applicable to nonprofit and charitable organizations.

3. This policy is also intended to identify "independent" directors.

Article II - Definitions

1. Interested person -- Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.

2. Financial interest -- A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

3. An ownership or investment interest in any entity with which Fertilis Terrae has a transaction or arrangement,

4. A compensation arrangement with Fertilis Terrae or with any entity or individual with which Fertilis Terrae has a transaction or arrangement, or

5. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which Fertilis Terrae is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. A person who has a financial interest in this policy is based on the IRS model Conflict of Interest policy, which is an attachment to Form 1023. This policy adds information needed to allow Fertilis Terrae to assess director independence in order to answer questions on Form 990.2. A conflict of interest exists only if the Board or Executive Committee decides that a conflict of interest exists, in accordance with this policy.

6. Independent Director -- A director shall be considered "independent" for the purposes of this policy if he or she is "independent" as defined in the instructions for the IRS 990 form or, until such definition is available, the director: a. is not, and has not been for a period of at least three years, an employee of Fertilis Terrae or an employee of any entity in which Fertilis Terrae has a financial interest does not directly or indirectly have a significant business relationship with Fertilis Terrae, which might affect independence in decision-making; b. is not employed as an executive of another corporation where any of Fertilis Terrae's executive officers or employees serve on that corporation's compensation committee; and does not have an immediate family member who is an executive officer or employee of Fertilis Terrae or who holds a position that has a significant financial relationship with Fertilis Terrae.

Article III - Procedures

1. Duty to Disclose -- In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the Board or Executive Committee.

2. Recusal of Self - Any director may recuse himself or herself at any time from involvement in any decision or discussion in which the director believes he or she has or may have a conflict of interest, without going through the process for determining whether a conflict of interest exists.

3. Determining Whether a Conflict of Interest Exists -- After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the Board or Executive Committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Board or Executive Committee members shall decide if a conflict of interest exists.

4. Procedures for Addressing the Conflict of Interest

5. An interested person may make a presentation at the Board or Executive Committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.

6. The Chairperson of the Board or Executive Committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

7. After exercising due diligence, the Board or Executive Committee shall determine whether Fertilis Terrae can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.

8. If a more advantageous transaction or arrangement is not reasonably possible under Circumstances not producing a conflict of interest, the Board or Executive Committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in Fertilis Terrae's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.

Violations of the Conflicts of Interest Policy

1. If the Board or Executive Committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.

2. If, after hearing the member's response and after making further investigation as warranted by the circumstances, the Board or Executive Committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

Article IV - Records of Proceedings

The minutes of the Board and all committees with board delegated powers shall contain:

1. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the Board's or Executive Committee's decision as to whether a conflict of interest in fact existed.

2. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

Article V - Compensation

1. A voting member of the Board who receives compensation, directly or indirectly, from Fertilis Terrae for services is precluded from voting on matters pertaining to that member's compensation.

2. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from Fertilis Terrae for services is precluded from voting on matters pertaining to that member's compensation.

3. No voting member of the Board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from Fertilis Terrae, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

Article VI - Annual Statements

1. Each director, principal officer and member of a committee with Board delegated powers shall annually sign a statement which affirms such person:

a) Has received a copy of the conflict of interest policy,

b) Has read and understands the policy,

c) Has agreed to comply with the policy, and

d) Understands Fertilis Terrae in order to maintain its federal tax exemption must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

2. Each voting member of the Board shall annually sign a statement which declares whether such person is an independent director.

3. If at any time during the year, the information in the annual statement changes materially, the director shall disclose such changes and revise the annual disclosure form.

4. The Board of Directors shall regularly and consistently monitor and enforce compliance with this policy by reviewing annual statements and taking such other actions as are necessary for effective oversight.

5. To ensure Fertilis Terrae does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:

6. Whether compensation arrangements and benefits are reasonable, based on competent survey information (if reasonably available), and the result of arm's length bargaining.

7. Whether partnerships, joint ventures, and arrangements with management organizations, if any, conform to Fertilis Terrae's written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement or impermissible private benefit or in an excess benefit transaction.

Article VII - Useof Outside Experts

When conducting the periodic reviews as provided for in Article VII, Fertilis Terrae may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the Board of its responsibility for ensuring periodic reviews are conducted.