Exhibit
99.6


Codes of
Ethics


**ROYAL
      GROUP**
      **TECHNOLOGIES
      LIMITED**
    VERSION:
      
      APRIL
      28, 2005
    EFFECTIVE
      DATE:
      APRIL
      30, 2005
    PAGE**1**OF**10****RGTL**
      **Policy**
    TITLE:
      **CODE
      OF BUSINESS CONDUCT AND ETHICS**


ARTICLE
      1
    **PURPOSE**





Royal
Group Technologies Limited and its subsidiaries (collectively “Royal” or the
“Company”) have issued this Code of Business Conduct and Ethics (the “Code”) to
provide our directors, officers and employees with specific guidance about
appropriate business conduct.





ARTICLE
      2
    **SCOPE**





This
Code is intended to provide guidance to you, whenever or wherever you are
conducting Royal’s business including liaising with other employees, suppliers,
dealers, or other business associates in business relationships of any sort.
This Code is not intended to be all-inclusive as there are additional policies
which provide a more detailed outline of specific Royal procedures.
Additionally, no code or policy can completely cover every possible situation
that may arise.





This
Code also requires that you ensure that others you engage to represent Royal,
such as consultants, agents, sales representatives and independent contractors,
agree to follow this Code and applicable Royal policies. You can do this by
having them agree to comply with this Code in their engagement
agreements.





Because
the Code does not address every possible situation that may arise, you are
responsible for exercising good judgement, applying ethical principles, and
asking questions when you need help.





Royal
also has a Code of Ethics for our Principal Executive and Senior Financial
Officers. Those officers are bound by the provisions of both that Code of Ethics
and this Code. A copy of this Code of Business Conduct and Ethics and the Code
of Ethics for our Principal Executive and Senior Financial Officers are
available on our website at www.royalgrouptech.com.





ARTICLE
      3
    **COMPLIANCE
      WITH LAW**





The
Code applies to all jurisdictions in which Royal conducts any business. You
should respect and comply with the laws, rules and regulations of the particular
jurisdictions in which you are located and those that are applicable to your
activities on behalf of Royal. When you encounter a conflict between an
applicable local law and this Code, please consult with Royal’s legal counsel to
understand how to resolve that conflict properly. Royal maintains separate
policies that provide more detailed information on compliance with specific
requirements for these and other matters and you should familiarize yourself and
comply with these policies.





ARTICLE
      4
    **EMPLOYEE
      RESPONSIBILITIES**





The
Code and other Royal policies identify specific responsibilities. However, you
must also follow these basic obligations common to the Code and all Royal
policies:







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•
    Learn
      the details of policies dealing with your work. No one expects you to know
      all policies word for word. You should have a basic understanding of
      issues covered by each policy, and you should have a detailed
      understanding of policies that apply to your job.•
    Seek
      assistance from your manager, a Human Resources representative, or other
      Royal resources when you have questions about the application of the
      policies.•
    Promptly
      raise any concern that you or others may have about possible violations of
      any Royal policy, or about a request that you believe might violate a
      Royal policy.•
    Understand
      the many options you have for raising integrity concerns. You may raise
      them with your Royal manager, or, if you prefer, with Royal’s legal
      counsel, Royal’s internal auditor, Royal’s Human Resources representatives
      or the Chair of Royal’s Audit Committee. Your communication may be written
      or oral, and you have the option to make it
anonymously.•
    If
      you raise an integrity concern and the issue is not resolved, raise it
      with one of the other people you report to or one of the other contacts
      listed above.





Royal
      prohibits any employee from retaliating or taking adverse action against
      anyone for
      raising
      or helping to raise an integrity concern.




ARTICLE
      5
    **CONFIDENTIALITY**





It
is our policy to make, as appropriate, timely and complete disclosure of
material information concerning the activities of Royal. Except as required by
law, you must consider all information regarding the affairs of Royal as being
confidential and must not be disclosed by you until it is available to the
public. Examples of such confidential information includes:





•
    Royal’s
      proprietary information, intellectual property or trade
      secrets;•
    Information
      about Royal’s business, financial or legal matters, customers, suppliers,
      products or potential or ongoing transactions;•
    Information
      belonging to customers, suppliers or other third parties that Royal is
      obligated not to disclose; or•
    Any
      information belonging to or used by Royal that is not generally known to
      the public that gives Royal a competitive advantage over those who do not
      have the information.





If
in any doubt as to the confidentiality of specific information, you should
discuss it with your manager, who will, discuss it with appropriate senior
management or Royal’s legal counsel.





If
you are in possession of confidential information you must not use that
information in any manner to further your own financial or other interests or
that of anyone else.





If
you have knowledge of confidential material information you may not trade
Royal’s shares until the information has been fully disclosed and a reasonable
period of time has passed for the information to be disseminated. This practice
averts situations where “insider information” is used to your advantage but to





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the
disadvantage of other investors. For further guidelines on buying or selling
Royal’s securities, please see Royal’s Confidentiality and Insider Trading
Guidelines.





ARTICLE
      6
    **CONFLICTS
      OF INTEREST**





You
have a responsibility to be constantly aware of the importance of ethical
conduct. You must refrain from taking part in, or exerting influence in, any
transaction in which your own interests may conflict with Royal’s best
interests.





A
conflict of interest occurs when your personal interests interfere with the
interests of Royal. A conflict of interest can arise either when you have
interests that may make it difficult for you to perform your obligations fully
or when you otherwise take action for your direct or indirect benefit or the
direct or indirect benefit of a third party that is inconsistent with the
interests of Royal. Conflicts of interest also arise when you, or a member of
your family, receive improper personal benefits as a result of your position at
Royal. Loans to, or guarantees of obligations of, any employees, officers,
directors or any of their family members are likely to pose conflicts of
interest, as are transactions of any kind between Royal and any other entity in
which you or any member of your family have a material interest.





You
are to avoid any investment, interest, association or other relationship that
interferes with your independent exercise of judgment in Royal’s best interest
and otherwise with your obligations to Royal.





Any
conflict of interest or potential conflict of interest must be disclosed as soon
as possible to the Chairman of the Nomination and Corporate Governance Committee
and to the General Counsel.





***While
it is not feasible to specify all the activities that may give rise to a
conflict of interest, or the appearance of one, the following are some rules
regarding specific areas where such conflict might occur. These rules are not
exhaustive and do not limit the generality of the conflict of interest
policy.***





Personal
Investments .
Ownership by you (or a member of your immediate family) of a financial or other
beneficial interest (other than the ownership of less than 5% of any class of
securities of a publicly traded corporation) in any enterprise that does
business with or is a competitor of Royal is prohibited unless approved in
writing by the Nomination and Corporate Governance Committee.





Corporate
Opportunities .
You are prohibited from (a) taking for yourself personally opportunities that
are properly within the scope of Royal’s activities, (b) using corporate
property, information or position for personal gain, and (c) competing with
Royal.





Business
Affiliations .
Except with the prior written approval of the Nomination and Corporate
Governance Committee, it is prohibited for you to serve as a director, officer,
consultant, employee or in any other capacity in any enterprise (other than a
subsidiary of Royal) that: (a) is a competitor of Royal; or (b) conducts or
seeks to conduct business with Royal; or (c) directly interferes or has the
appearance of interfering with the performance of your duties as a director,
officer or employee.





Management
reserves the right to determine when an employee’s activities represent a
conflict with Royal’s interest and to take whatever action is necessary to
resolve the situation, up to and including terminating the
employee.





If
you have any questions or concerns about a potential conflict of interest please
contact your Human Resources representative.








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It
is not possible in a general policy statement to define all the various
circumstances and relationships that would be considered “inappropriate”. The
list below suggests some of the types of activity that would reflect negatively
on your personal integrity or that would limit your ability to discharge your
job duties and responsibilities in an ethical manner:





•
    Simultaneous
      employment by another firm, particularly if the other firm is a competitor
      or supplier;•
    Carrying
      on Royal business with a firm in which you, or your close relative, has a
      substantial ownership or interest;•
    Holding
      a substantial interest in, or participating in, the management of a firm
      to which Royal makes sales or from which it makes
    purchases;•
    Borrowing
      money from customers or firms, other than recognized loan institutions,
      from which Royal buys services, material, equipment or
      supplies;•
    Accepting
      more than small gifts or entertainment from an outside organization or
      agency;•
    Speculating
      or dealing in materials, equipment, supplies, or property purchased by
      Royal;•
    Participating
      in civic or professional organization activities in a manner whereby
      confidential information is divulged;•
    Misusing
      privileged information or revealing confidential data to
      outsiders;•
    Using
      your position at Royal or knowledge of its affairs for outside personal
      gains; or•
    Engaging
      in practices or procedures that violate laws regulating the conduct of
      Royal’s business.





ARTICLE
      7
    **CORPORATE
      OPPORTUNITY**





Except
under guidelines approved by the Board of Directors, you are prohibited from (a)
taking for yourself personally opportunities that properly belong to Royal, or
are discovered through the use of Royal’s property, information or position; (b)
using Royal’s property, information or position for personal gain; and (c)
competing with Royal. You also owe a duty to Royal to advance its legitimate
interests when the opportunity to do so arises in the course of your
work.





ARTICLE
      8
    **FAIR
      DEALING**





You
should endeavor to deal fairly with Royal’s customers, suppliers, competitors
and employees and should not take advantage of anyone through manipulation,
concealment, abuse of confidential or privileged information, misrepresentation
of material facts or any other unfair dealing practice.





ARTICLE
      9
    **PROTECTION
      AND PROPER USE OF ROYAL’S ASSETS**





All
employees, officers and Directors should protect Royal’s assets and ensure their
efficient use for legitimate business purposes. Theft, carelessness and waste
have a direct impact on Royal’s profitability.





ARTICLE
      10
    **E-MAIL**





You
have a responsibility to maintain and enhance Royal’s public image and to use
Royal’s e-mail and internet access in a productive manner and in accordance with
applicable Royal policies. While use of the computer, e-mail and internet is
intended for job-related activities, incidental and occasional brief personal
use is permitted within reasonable limits, so long as it does not interfere with
your work and falls within this Code and applicable Royal internet use and
e-mail polices. Please note that all e-mail contained on a Royal computer is the
property of Royal.





Illegal
duplication of software or violation of copyright laws by the duplication or
sharing of software, or the distribution of copyrighted material, is strictly
forbidden. Also, you should not use a password, access





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a
file or retrieve a stored communication that is not normally accessible to you.
Unauthorized downloading of software and files of any kind from the Internet is
also prohibited.





ARTICLE
      11
    **DISCRIMINATION
      AND HARASSMENT**





It
is Royal’s objective to achieve and maintain an environment that is free from
any verbal or physical harassment or discrimination and thereby create an
environment that encourages learning and benefiting from the knowledge and
experience represented in the workplace. This may apply to, but is not limited
to, any actions that form a condition for employment, a basis for employment
decisions, creates an intimidating, hostile or offensive working environment or
interferes with an individual or individuals performing their employment duties.
For further details, you should refer to the applicable Royal policy, Employee
Relations Manual or contact the Human Resources department directly. Any
questions or concerns will be dealt with confidentially.





ARTICLE
      12
    **GIFTS,
      GRATUITIES OR BUSINESS COURTESIES**





You
should not give, offer, or authorize the offer, directly or indirectly of,
anything of value (such as money, goods or a service) to a customer or
government official to obtain any improper advantage. A business courtesy, such
as a gift, contribution or entertainment, should not be offered under
circumstances that might create the appearance of an impropriety.





This
Code does not prohibit lawful reimbursement which is properly authorized for
reasonable and bona fide expenditures - for example, travel and living expenses
incurred by customers and directly related to the promotion of products or
services, or to the execution of a contract.





Acceptance
of gifts are permissible only when they are not of significant value and where
they meet the following guidelines:





•
    they
      are infrequent;•
    they
      are legitimately serving a business purpose;•
    they
      do not impose any obligations;•
    they
      do not result in any kind of special treatment for the giver or another
      party; and•
    they
      are not concealed from Royal.





If
there is ever any doubt as to the acceptability of a gift, it should be
returned. Any gift that could be perceived as an unfair business inducement, or
violates the law, regulations or Royal’s policies or one of our customers or
suppliers, or could cause embarrassment or negative reaction towards Royal, is
not to be accepted. If the return of a gift is unfeasible because of its nature,
it should be donated to a charitable cause and the original donor and the Human
Resources department must be informed in writing of such actions.





ARTICLE
      13
    **PUBLIC
      COMPANY REPORTING**





As
a public company, it is of critical importance that Royal’s filings with the
securities regulatory authorities be accurate and timely. Depending on your
position with Royal, you may be called upon to provide necessary information to
assure that Royal’s public reports are complete, fair and understandable. Royal
expects you to take this responsibility very seriously and to provide prompt and
accurate answers to inquiries related to Royal’s public disclosure
requirements.











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ARTICLE
      14
    **ANTITRUST
      AND COMPETITION LAWS**





Antitrust
is a general term applied to the protection of the free enterprise system and
the promotion of open and fair competition. Many countries have antitrust laws
and competition laws which vary significantly. Royal is devoted to a strict
adherence to all antitrust and competition laws. Violations may result in severe
penalties such as forced sales of parts of the business and significant fines.
The laws may also be applied to individuals and penalties may apply directly to
you.





ARTICLE
      15
    **INTERNATIONAL
      BUSINESS LAW**





Royal
deals with many other parties around the world on a regular basis. Most
countries have laws to regulate international trade and some restrict or
prohibit transactions involving certain products and technology. If your job
involves dealing with international business you should be aware of the
applicable laws pertaining to each specific country that you are dealing
with.





ARTICLE
      16
    **EMPLOYMENT
      STANDARDS**





It
is the business practice of Royal to ensure that its business is conducted in
compliance with all applicable laws and regulations, that wages and benefits
comply with local laws, that child labor is not used in any facilities, that
forced labor is not engaged in, and that all business environments provide
standards up to par with local health and safety requirements.





ARTICLE
      17
    **TRADEMARKS,
      COPYRIGHTS AND PATENTS**





All
of Royal’s intellectual property including all trademarks, trade secrets,
service marks, copyrights, patents, text, logos, button icons, images, audio
clips, scientific and technical knowledge, know-how and the experience developed
in the course of business, whether it be registered or unregistered, must be
protected with the utmost security in order to maintain Royal’s competitive
standing in the marketplace. In addition to maintaining the integrity of Royal’s
intellectual property in a responsible way, Royal expects you to respect the
intellectual property rights of others. Unauthorized usage of other parties’
intellectual property may result in lawsuits and damages as well as poor
publicity and impact negatively on Royal’s public image and reputation.





ARTICLE
      18
    **MEDIA
      AND PUBLIC INQUIRIES**





Royal
ensures that all pertinent information delivered to the media, financial
analysts, investors, brokers and the general public is done so accurately and
reliably. Any media relations are to be directed to Royal’s senior officer in
charge of Corporate Communications to ensure consistent and accurate information
is provided.





ARTICLE
      19
    **REPORTING
      ANY ILLEGAL OR UNETHICAL BEHAVIOR AND COMPLIANCE WITH THIS
      CODE**





**A.**
    **General
      Matters**





The
Code mandates legal and ethical conduct in all business dealings and does not
address specific factual situations. You are encouraged to talk to your manager
or a Human Resources representative about any illegal, unethical or other
questionable behaviour that you observe or whenever you are unsure about the
best course of action in a particular situation. In particular, it is Royal’s
policy that all of its officers and employees report concerns about accounting
and other matters that affect Royal. If you are concerned that





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others
may be violating this Code or that other illegal or unethical conduct has
occurred or may occur you should contact your manager or a Human Resources
representative.





If
you do not believe it would be appropriate or you are not comfortable
approaching your supervisor or a Human Resources representative, then you should
contact the Reporting Hotline at **1-877-692-5929
(1-87-ROYAL-WAY)** which will result in a report to the Chair of the Audit Committee of the Board
of Directors and to the General Counsel. The Reporting Hotline is available for
you to discuss any concerns you may have regarding illegal or unethical
behavior.





***Reports
to the Reporting Hotline can be made on a confidential and anonymous basis, and
this confidentiality and anonymity will be protected, subject to applicable
laws, regulations or legal proceedings. The Reporting Hotline is managed by an
independent third party service and is available internationally in several
different languages.***





You
are expected to comply with this Code. Failure to comply may result in
disciplinary action, including possible termination.





You
shall not suffer any adverse employment consequences for reporting, in good
faith, a possible violation of this Code even if conduct that is reported is
determined after investigation to be in compliance with this Code. If you report
a possible violation of this Code in which you have participated, Royal cannot
provide any assurance that you will not suffer any adverse employment
consequences, although the fact of reporting a possible violation will be
treated as a mitigating factor in evaluating your conduct.





In
addition, Royal may, from time to time, seek to audit or inspect your files for
compliance with this Code. If you fail to cooperate with Royal in such audit or
inspection you may be subject to disciplinary action by Royal.





**B.**
    **Accounting
      and Auditing Matters**





It
is Royal’s policy that all of its directors, officers and employees report
concerns about accounting and auditing matters that affect Royal. The Audit
Committee of Royal’s Board of Directors has adopted these procedures in
compliance with requirements that audit committees of publicly traded companies
establish procedures for: (i) the receipt, retention, and treatment of
complaints received by Royal regarding accounting, internal accounting controls,
or auditing matters (“Accounting Concerns”); and (ii) the confidential,
anonymous submission by Royal employees of concerns regarding questionable
accounting or auditing matters.





These
procedures promote Royal’s goal of creating an environment in which you can
openly communicate with management regarding Accounting Concerns and potential
non-compliance with these procedures by an officer or employee of Royal
(collectively, “Activities of Concern”).





You
will not be subject to any sanction or retaliatory action by Royal or any of its
directors, officers or employees for taking action consistent with these
procedures.








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**Reporting
Activities of Concern**





We
encourage you to report Activities of Concern either in person or via written
correspondence to the General Counsel. In the event that you do not feel
comfortable reporting an Activity of Concern to the General Counsel, you may
submit reports of Activities of Concern anonymously by using **the
Reporting Hotline at 1-877-692-5929 (1-87-ROYAL-WAY)** which will result in a report to the Chair of the Audit Committee of the Board
of Directors and to the General Counsel. The Reporting Hotline is available for
you to discuss any concerns you may have regarding illegal or unethical
behavior. ***Reports
to the Reporting Hotline can be made on a confidential and anonymous basis, and
this confidentiality and anonymity will be protected, subject to applicable law,
regulation or legal proceedings. The Reporting Hotline is managed by an
independent third party service and is available internationally in several
different languages.***





Correspondence
may be sent to:





Royal
      Group Technologies Limited
    Tel:
    905-264-07011
      Royal Gate Blvd.
    Fax:
    905-264-0702Woodbridge,
      OntarioL4L
      8Z7Attention:
    General
      Counsel





In
addition to, or in lieu of, reporting to the General Counsel or using the Royal
Reporting Hotline, you may report Activities of Concern to the Chair of the
Audit Committee. You may submit reports of Activities of Concern anonymously.
Correspondence may be sent to:





Royal
      Group Technologies Limited
    Tel:
    905-264-07011
      Royal Gate Blvd.
    Fax:
    905-264-0702Woodbridge,
      OntarioL4L
      8Z7Attention:
    Chair
      of Audit Committee





**Treatment
and Handling of Reports of Activities of Concern**





Any
person to whom an Activity of Concern is reported or who becomes aware of an
Activity of Concern must, as soon as practicable and in any event within five
business days, contact the General Counsel or the Royal Reporting Hotline or the
Chair of the Audit Committee to provide details of the Activity of Concern. The
General Counsel will then investigate such Activity of Concern. All reports and
investigations will be kept confidential to the extent possible, consistent with
the need to conduct an adequate investigation. The General Counsel will retain
records relating to each Activity of Concern, the actions taken to investigate,
and any response to such Activity of Concern until the completion of the audit
for the fiscal year.





The
General Counsel will then provide to the Audit Committee a summary of the
reports of Activities of Concern he or she received during the prior quarter and
the results of the investigations he or she made. If, at any time, the General
Counsel wishes to seek the immediate counsel of the Audit Committee with respect
to an Activity of Concern, he or she may contact the Chair of the Audit
Committee.





If
the Chair of the Audit Committee receives any reports of Activities of Concern,
he or she must promptly inform the General Counsel of the Activity of Concern,
unless it would be, in his or her view, inappropriate in the circumstances to do
so. The General Counsel will then investigate the report of the Activity of
Concern, make records relating to such Activity of Concern and report on such
Activity of





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Concern
as described above. In the alternative, the Chair of the Audit Committee, as the
case may be, will complete the investigation, record keeping and reporting in
lieu of the General Counsel with respect to any Activity of Concern not reported
to the General Counsel.





The
Audit Committee will review and take any action it deems appropriate in its
judgment with respect to any Activity of Concern it is made aware of, including
retention of any independent or expert advisors or meeting with Royal’s
officers. Any review and evaluation of an Activity of Concern will include
consideration of whether the matter(s) described in the report of the Activity
of Concern are improper and whether further review and/or investigation is
warranted. Any decision by the Audit Committee to review or investigate any
matter brought to its attention as a result of these procedures will not in any
way be, or be deemed to be, a determination by the Audit Committee or Royal that
any actions or inactions that are the subject of the report of the Activity of
Concern have, in fact, occurred or are improper.





**Available
Assistance**





It
is essential that you understand these procedures. You are encouraged to raise
any questions about these procedures with your Human Resources representative or
the General Counsel.





ARTICLE
      20
    **AMENDMENT,
      MODIFICATION AND WAIVER**





This
Code may be amended by the Board of Directors. Any waiver of this Code for
Directors, executive officers or senior financial officers may only be
authorized by the Board of Directors or the Nomination and Corporate Governance
Committee and such waiver for Directors or executive officers or senior
financial officers will be promptly disclosed. Any waiver of this Code for other
employees may only be authorized by Royal’s Chief Executive Officer together
with the General Counsel or their designees.








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 ****
 **ACKNOWLEDGEMENT**




I
hereby acknowledge that I have read and understand Royal Group Technologies
Limited’s Code of Business Conduct and Ethics (the “Code”) and I agree that I
will fully comply with the guidelines, policies and procedures contained
therein. I understand my obligation to observe the Code, and by my signature
below, I agree that I will observe the Code.




Printed
      Name:Company:Title/Position:Date:














**THIS
      FORM, WHEN COMPLETED, SHOULD BE DELIVERED TO YOUR**
      **HUMAN
      RESOURCES REPRESENTATIVE**







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