**Exhibit
      99.6**





**CODE
      OF BUSINESS CONDUCT**





**TO
      WHOM DOES THE CODE APPLY?**





The
      Code of Business Conduct (the “Code”) applies to all employees and members for
      the Board of Directors of Corus Entertainment Inc. or our subsidiary companies
      (referred to collectively in this Code as “Corus” or the “Company”). For
      purposes of rules promulgated under section 406 of the Sarbanes Oxley Act of
      2002, portions of this code shall comprise the Company’s “code of ethics” for
      senior executives and financial officers.





Each
      employee and member of the Board of Corus is expected to read and comply with
      the entire Code of Business Conduct. If you have any questions concerning the
      Code, please contact the Vice-President and General Counsel or the
      Vice-President of Human Resources. Failure to abide by this Code will lead
      to
      disciplinary measures appropriate to the violation, up to and including
      dismissal .
      Employees and directors who become aware of a breach of this policy (including
      any illegal activity) must immediately report that breach to his or her
      immediate supervisor (or if reporting to the supervisor is inappropriate or
      does
      not provide sufficient confidentiality, the breach shall be reported to Corus'
      General Counsel). Employees and directors who report such breaches in good
      faith
      will not suffer any retaliation by Corus or its employees as a result of such
      reporting **.**





Corus
      employees also have access to *AlertLine®* as
      an alternative to reporting internally. This service is for employees who wish
      to make a report confidentially and anonymously to an independent third
      party. While not a regulatory requirement, we are also taking the initiative to
      implement *AlertLine®* as
      an alternative to reporting internally within Corus. It is operated by GCS,
      formerly Pinkerton Compliance Services, which has more than 20 years of
      experience in this field. *AlertLine®* can
      be accessed 24/7 at 1-800-750-4972.








**WHY
      DO WE HAVE A CODE OF BUSINESS CONDUCT?**





At
      Corus, we are committed to fair dealing, honesty and integrity in all aspects
      of
      our business conduct. We take this responsibility to our employees,
      shareholders ,
      customers and other stakeholders very seriously. The Code is vital to implement these
      responsibilities in the workplace and in dealings with the public and our
      stakeholders. It also aims to demonstrate to our stakeholders and the public
      the
      Company’s commitment to conduct itself ethically.





**CODE
      OF BUSINESS CONDUCT**





**COMPLIANCE
      WITH LEGAL AND ETHICAL STANDARDS**





Corus
      employees and directors will act ethically with high standards of integrity
      and
      abide by the principles of lawful conduct in all their business dealings. No
      one
      in the Company is permitted to commit or condone any illegal or unethical act,
      or to instruct other employees to do so. Any doubt as to the legality or appropriateness of any course of action should be discussed with your immediate supervisor
      or
      Corus’ General Counsel as necessary.










**OUR
      RESPONSIBILITY TO FELLOW EMPLOYEES**





Employees
      must be treated with dignity, respect and fairness at all times. Corus is
      committed to high standards of ethics in all relations with and among its
      employees.





Corus
      is committed to fairness in the workplace and recognizes that a diverse
      workforce allows us to serve our stakeholders most effectively. Unlawful
      discrimination, harassment or violence in the workplace will not be
      tolerated.





Specifically,
      Corus will not tolerate discrimination or harassment prohibited by applicable
      legislation including sex, sexual orientation, race, ancestry, nationality,
      place of origin, colour, ethnic origin, citizenship, creed, religious beliefs,
      age, record of offences (pardoned criminal conviction), marital status, family
      status, same-sex partnership status and physical or mental
      disability.





In
      addition to all forms of harassment prohibited by legislation, Corus will not
      tolerate any form of personal harassment (such as threatening behaviour,
      bullying, taunting or ostracizing co-workers etc.) which may occur as a result
      of an employee’s position in the Company or because of an association with a
      group outside the Company, or perhaps because someone simply dislikes the
      individual. Personal harassment may also arise out of someone abusing their
      position of authority or power.





Corus
      is committed to keeping its workplaces free from hazards. We are all responsible
      to follow government approved health and safety guidelines for maintaining
      a
      safe workplace and to immediately report any accident, injury, unsafe practice
      and condition to your immediate supervisor.





**EMPLOYMENT
      PRACTICES**





The
      Company is committed to ensuring that equal opportunity exists for all employees
      in all aspects of employment. Merit will be the principle on which all
      employment and promotion opportunities will be based.





**JOB
      PERFORMANCE AND GENERAL CONDUCT**





Employees
      will carry out their job responsibilities to the best of their ability. This
      includes among other things: accepting supervisory direction, promotion,
      teamwork and maintaining the required quality and quantity of work.





Employees
      will conduct themselves in a professional manner when dealing with staff
      members, customers and the public at large.





**ATTENDANCE**





The
      company is committed to promoting and maintaining high standards of attendance
      and employees are expected to be at work on time each scheduled day. When
      illness or emergencies necessitate absence or lateness, employees are expected
      to notify their supervisor in advance of their regular hours of
      work.





**DRUGS
      AND ALCOHOL**





The
      use, possession, distribution, offering or sale of illicit drugs, illicit
      paraphernalia or non-prescribed drugs for which a prescription is legally
      required, while on Company business or on company premises (including Company
      vehicles) is forbidden.










The
      use, distribution, offering or sale of alcoholic beverages on the Company’s
      premises (including Company vehicles) is prohibited. Senior management approval
      is required if alcoholic beverages are to be served at a Company-sponsored
      function.





**INTELLECTUAL
      PROPERTY ASSIGNMENT**





Employees
      of Corus agree to keep confidential and not to disclose to others, confidential
      information including any inventions, drawings, algorithms, computer codes
      in
      both source code and object code, customer information, customer lists, data
      of
      Corus and trade secrets related to the business of Corus or a related entity
      (“Inventions”).




All
      such Inventions so produced by employees shall be owned by Corus and employees
      waive their rights in any copyright to such work and warrant that such work
      is
      original and shall not contain any virus or other harmful code.




Employees
      agree to sign all documents to enable Corus to secure patent, trademark,
      copyright, industrial design or other intellectual property rights in the
      Inventions and to transfer legal title therein.







**APPROPRIATION
      OF COMPANY ASSETS**





Employees
      and directors have a responsibility to protect the Corus assets entrusted to
      them from loss, damage, misuse or theft. Corus assets such as funds, products,
      electronic devices and services, including, but not limited to, computers,
      computer-related equipment, products and services, may only be used for Company
      business purposes and other purposes approved by management. The Company’s name,
      property (including intellectual) and goodwill must not be used for personal
      advantage .
      An employee or director who learns of an opportunity available to Corus may
      not
      take advantage of that opportunity for his or her personal benefit **.**





**PROPER
      MAINTENANCE OF RECORDS**





Corus
      requires honest and accurate recording and reporting of information in order
      to
      make informed and responsible business decisions. Corus’ books and records
      should accurately reflect all business transactions. Undisclosed or unrecorded
      revenues, expenses, assets or liabilities are prohibited.





For
      example, if you are responsible for accounting or record-keeping, you must
      be
      diligent in enforcing proper accounting and Company established practices.
      You
      may not alter, conceal or falsify any document or record. Each Corus business
      unit will adopt an approved record retention policy consistent with Corus’
documented business policies and applicable legal and regulatory requirements.





**INFORMATION
      DISCLOSURE**





Employees
      are required to protect Corus’ confidential and proprietary information from
      unauthorized disclosure and use. This applies to information about customers
      and
      fellow employees as well as confidential and proprietary information about
      the
      Company’s own affairs. Proprietary information includes any information that is
      not generally known to the public and is helpful to Corus, or would be helpful
      to competitors. Employees may not use confidential information or trade secrets
      gained by virtue of their employment with Corus for personal gain or for any
      purpose other than specific job related duties.










Employees
      will safeguard all proprietary information by marking it accordingly, keeping
      it
      secure, and limiting access to those who have a need to know such information
      in
      order to do their jobs.





When
      an employee leaves Corus for any reason, confidential and proprietary
      information remains with and is the exclusive property of the Company and is
      not
      to be used nor disclosed in any way by the departing employee following the
      termination of his or her employment with the Company.





**IMPROPER
      INFLUENCE ON THE CONDUCT OF AUDITS**





Employees
      are prohibited from coercing, manipulating, misleading or fraudulently
      influencing the Corus internal or outside auditors when the emplyee knows or
      should know that his/her action, if successful, could result in rendering the
      Corus financial statements misleading in any way.





**INSIDER
      TRADING**





Unauthorized
      disclosure of internal information relating to Corus Entertainment could cause
      competitive harm to Corus and in some cases could result in liability under
      insider trading legislation for both Corus and the person disclosing the
      information. It is the duty of all persons to whom this statement applies to
      maintain the confidentiality of information belonging to or relating to Corus
      Entertainment. Employees should not disclose internal information about Corus
      to
      others outside of the company, except as required in the performance of regular
      duties for the company.





Only
      specifically designated representatives of Corus Entertainment may make
      communications on behalf of Corus with the media, securities analysts and other
      investors. If you receive any inquiry relating to Corus Entertainment from
      the
      media, a securities analyst or an investor, unless you have been expressly
      authorized to make such communication, you should refer the inquiry to Corus’
Chief Financial Officer.





*The
      Securities Act (Ontario)* provides that it is an offence for directors, employees and stock option plan
      participants of Corus Entertainment or anyone who has received a “tip” from such
      persons to purchase or sell securities of Corus Entertainment with the knowledge
      of a “material fact” or “material change” with respect to Corus Entertainment
      that has not been made public by Corus Entertainment.





The
      terms “material fact” and “material change” refer to a fact or change relating
      to Corus Entertainment that significantly affects or would reasonably be
      expected to have a significant effect on the market price of Corus
      Entertainment’s shares.





You
      should assume that information is material if an investor might consider the
      information to be important in deciding whether to buy, sell or hold shares
      of
      Corus Entertainment. Examples of matters which may be material are:


•
            earnings
                forecasts


•
            possible
                acquisitions or joint ventures


•
            signing
                or loss of a significant contract


•
            major
                litigation developments


•
            significant
                financing developments


•
            major
                personnel changes


•
            important
                sales developments





A
      “material fact” or a “material change” is often difficult to determine. When in
      doubt, please discuss the matter with the Chief Financial Officer prior to
      trading.










Corus
      Entertainment’s share trading rule is to wait one full business day after a
“material fact” or “material change” announcement (press release) has been made
      by Corus Entertainment, to allow the details of an announcement to become
      generally disclosed to the public. Accordingly, if you are aware of any material
      information relating to Corus Entertainment which has not been made available
      to
      the public, you must not trade in Corus Entertainment’s shares (either buy or
      sell) or disclose such information to another person who is likely to trade
      in
      Corus Entertainment’s shares until the material information is publicly
      announced and one business day has passed. Thus, one may not attempt to “beat
      the market” by trading simultaneously with, or shortly after, the official
      release of material information.





Financial
      information is particularly sensitive to insider trading rules. Therefore,
      Corus
      has special rules in place with respect to trading of securities prior to public
      release of financial information.





Any
      director, employee or stock option plan participant of Corus Entertainment
      who
      becomes aware of the details of any quarterly or annual financial reports of
      Corus Entertainment, prior to their release to the public, shall not trade
      in
      shares of Corus Entertainment during the time periods set forth
      below:





**(a)**
            **For
                quarterly financial reports**- on or after the fifteenth (15th) day after the quarter end, until
                one
                (1) business day after the financial results of that quarter are
                released
                to the press or released generally to shareholders, whichever is
                earlier;
                or


**(b)**
            **For
                annual financial reports**- on or after the fifteenth (15th) day, until one (1) business day
                after
                the financial results of that year are released to the press or released
                generally to shareholders, whichever is earlier.





**CONFLICTS
      OF INTEREST**





All
      business decisions and actions must be based on the best interest of Corus,
      and
      must not be motivated by personal considerations or relationships. There is
      an
      infinite list of potential conflicts that could arise over the course of
      employment. The general rule is that employees and directors must avoid any
      activity that compromises, or could reasonably be seen to compromise, their
      judgment, causes them to show undue favouritism to any party or causes them
      to
      receive a benefit of some kind. When in doubt it is best to disclose a potential
      conflict of interest. General guidelines for a better understanding of the
      most
      common examples of situations that may cause a conflict of interest are listed
      below.





**OUTSIDE
      BUSINESS ACTIVITIES**





Corus
      employees are encouraged to participate in outside voluntary or community
      activities. Employees other than senior officers, are not prohibited from
      accepting part-time employment outside of Corus. However, neither the activity
      nor the part-time position must interfere with the employee’s responsibilities
      to Corus or the employee’s commitment, attention or business judgment required
      in performing those responsibilities.





**GIFTS
      OR FAVOURS**





Accepting
      gifts or favours, other than of nominal value ($500 or less), from customers
      or
      suppliers or prospective customers or suppliers, is a conflict of interest.
      Additionally, frequent gifts from one source of any value should not be
      accepted.









Employees
      may not engage in conduct that could be interpreted as directly or indirectly
      seeking, receiving or providing a bribe or kickback.





A
      conflict of interest may also arise in the giving of gifts or favours. Corus
      gifts must be legal and reasonable. Corus will not provide any gift if it is
      prohibited by law or by the policy of the recipient’s organization.




**INVESTMENTS**





Corus
      employees may not allow their personal investments to influence, or appear
      to
      influence, their independent judgment on behalf of Corus.





Specifically,
      without limiting the generality for the foregoing, an employee must disclose
      the
      following investments to senior management:





•
            an
                employee owns a business in whole or part that is entering into a
                business
                transaction with Corus; or


•
            an
                employee purchases, sells or holds interests in supplier companies
                and
                their subsidiaries or direct affiliates where the Company’s relations with
                such suppliers could be considered to have a material impact;
                or


•
            an
                employee has a financial interest in, or is performing services for,
                a
                competitor.





**CONTRA
      AGREEMENTS FOR PERSONAL USE**





Corus
      employees may not enter into contra agreements that result in a personal
      benefit. Any legitimate contra agreement is subject to approval as outlined
      in
      the Contra Policy available on the Corus intranet site.





**BUSINESS
      COMMUNICATIONS**





The
      Company’s electronic devices and services, including, but not limited to,
      computers, computer-related equipment, products or services are the Company’s
      property and should be used primarily for business purposes. Incidental
      appropriate personal use is permitted provided it does not interfere with the
      normal course of business.





The
      Company’s electronic devices, specifically computers, should not be used to
      download any third party or employee confidential information for any purposes
      other than business related purposes. Computers should not be used to download
      any offensive or pornographic materials from the Internet. All downloadable
      material should be for business purposes and should comply with the Company’s
      harassment policy, which is available on the Corus Entertainment intranet site.
      Corus computers should also not be used to download copyrighted material from
      the Internet including music and software.





Corus
      has the right to discipline an employee if, while employed at Corus, the
      employee engages in conduct, on the part of the employee of a nature, which
      in
      the opinion of Corus, would be sufficient or likely to bring Corus or employee
      into disrepute. For example, posting disparaging remarks about Corus on
      websites, blogs and/or chartrooms, identifying oneself as a Corus employee
      while
      appearing on a distasteful website, as determined by Corus in its sole
      discretion etc.





The
      Company owns all information contained on the Company’s computer networks.
      Therefore any information an employee or director transmits on these services
      should not be considered private and confidential.





**OUR
      RESPONSIBILITIES TO THE COMMUNITY AND THE ENVIRONMENT**





Corus
      is committed to supporting various local programs and initiatives and fostering
      growth within the Canadian broadcasting and entertainment fields through
      strategic partnerships and innovative business ventures.





The
      Company is committed to the conservation of resources in our business
      operations. All employees should use their reasonable efforts possible to make
      efficient use of all resources and to reduce, re-use and recycle supplies and
      materials wherever and whenever possible.





The
      health and well-being of all employees is a responsibility of everyone who
      works
      at Corus. Any circumstance relating to Corus’ operations or activities which
      pose a real or potential health or safety risk must be reported promptly to
      your
      supervisor or to the Vice-President of Human Resources.





**COMMUNICATING
      WITH EXTERNAL RESOURCES**





Corus
      aims to achieve complete, accurate, fair, understandable and timely
      communications with all of its stakeholders and the public, including filings
      with securities and regulatory authorities. In order to protect yourself and
      the
      Company, requests for information should be handled in the following
      manner:





**financial
      information requests** -
      directed to the Chief Financial Officer


**media
      requests** -
      directed to the Vice-President, Communications


**requests
      from government agencies and regulators** -
      directed to the Vice-President and General Counsel


**employee
      information or human resources requests** -
      directed to the Vice-President of Human Resources





The
      legal department should be consulted before handling any non-routine requests
      for information. All information provided must be truthful and
      accurate.





Corus
      and its employees are committed to honest and ethical communications and
      dealings with officials at all levels of government.





**OUR
      RESPONSIBILITY WITH RESPECT TO PRIVACY**





Corus
      is committed to controlling the collection, use and disclosure of personal
      information.





As
      a member of the Canadian Association of Broadcasters (CAB) and in accordance
      with the standards set out in the Personal Information Protection and Electronic
      Documents Act (Canada) (the “Privacy Act”), Corus developed a Privacy Policy
      outlining our commitment to maintaining the accuracy, confidentiality, security
      and privacy of third parties and employee personal information.





**REPORTING
      CONCERNS**





Taking
      action to prevent problems is part of the Corus culture. If you become aware
      of
      an existing or possible violation of the Code, you should promptly notify the
      appropriate person.





Your
      concerns can be expressed on a confidential or anonymous basis to either the
      Vice-President and General Counsel; the Vice-President of Human Resources or
      on









matters
      relating to accounting or auditing related issues to the Chairperson of the
      Audit Committee.





The
      concern should be submitted in a sealed envelope addressed to the appropriate
      individual. The envelope should be marked “Confidential Internal Corus
      Concern”.





You
      can also use the *AlertLine®* process
      as noted above.





Retaliation
      against any employee who honestly reports a concern to Corus about existing
      or
      possible violation of the Code will not be tolerated. It is unacceptable to
      file
      a report knowing it is false.





A
      copy of this policy can be obtained through the Vice-President and General
      Counsel or the Vice-President of Human Resources or by visiting our website
      at www.corusentertainment.com .





**BOARD
      OVERSIGHT**





Corus'
      Board of Directors monitors compliance with the code. Waivers, if any, can
      only
      be granted by the Board.











I,
      _____________________ ,
      hereby certify that I have reviewed and fully understand the Corus Code of
      Business Conduct (the “Code). I will
      comply with terms and conditions of the Code as part of my employment agreement
      with Corus Entertainment Inc.








Agreed and accepted
            
            DatePrint
                Name