**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 of
          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 Corus’ General Counsel. Failure to abide by this Code will
          lead to disciplinary measures appropriate to the violation, up to and including
          dismissal.
  **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
          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 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 his
          or her
          position of authority or power.
  
  Corus
          is committed to keeping its workplaces free from hazards. We are all responsible
          for following government approved health and safety guidelines for maintaining
          a
          safe workplace and for immediately reporting 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.
  **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.
  **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
          and directors may not trade in the securities of Corus while in possession
          of
          undisclosed information obtained from Company sources that would reasonably
          be
          expected to affect the value of such securities. This practice of “insider
          trading” is contrary to Company policy and in most cases, illegal. All trading
          in securities of Corus is to be done in accordance with the Company’s policy on
          Insider Trading, which is available through the office of the chief financial
          officer.
  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.
  **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.
  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 all 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 of Corporate and Regulatory Affairs, General Counsel
 **employee
          information or human resources requests -** directed
          to the vice-president, 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. A copy
          of this
          policy can be obtained through Corus’ General Counsel or by visiting our website
          at www.corusent.com.
  **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
          Corus’
General Counsel, the vice-president Human Resources or Wendy Leaney, 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.”
  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.
  I
          have read the Code of Business Conduct and understand and will comply with
          terms
          and conditions of this Code as part of my employment agreement with Corus
          Entertainment Inc.
    Agreed
                    and accepted
                
                Date