Exhibit
99.6








Corus
Entertainment Inc.





Code
of Business Conduct




LOGO
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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 toAlertLine®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.


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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
legalityor
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.


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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.


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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 employee knows or should know
that his/her action, if successful, could result in rendering the Corus
financial statements misleading in any way.


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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.


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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.





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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.


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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.


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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






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