VOCALTEC CODE OF ETHICS FOR
               CHIEF EXECUTIVE OFFICER, CHIEF FINANCIAL OFFICER,
                    EXECUTIVE VICE PRESIDENT GLOBAL SALES,
                             CONTROLLER, TREASURER
                AND OTHER PERSONS PERFORMING SIMILAR FUNCTIONS

VocalTec Communications Ltd. (the "Company") is committed to conducting our
business in accordance with applicable laws, rules and regulations and the
highest standards of business conduct, and to full and accurate financial
disclosure in compliance with applicable law. This Code of Ethics, applicable
to the Company's Chief Executive Officer, Chief Financial Officer, Executive
Vice President Global Sales, Controller, Treasurer and other persons
performing similar functions (together, "Senior Employees"), sets forth
specific policies to guide you in the performance of your duties.

As a Senior Employee, you must not only comply with applicable law. You also
must engage in and promote honest and ethical conduct and abide by other
Company policies and procedures that govern the conduct of our business. Your
leadership responsibilities include creating a culture of ethical business
conduct and commitment to compliance, maintaining a work environment that
encourages employees to raise concerns, and promptly addressing employee
compliance concerns.

Compliance With Laws, Rules And Regulations

You are required to comply with the laws, rules and regulations that govern
the conduct of our business and to report any suspected violations in
accordance with the section below entitled "Compliance With Code Of Ethics."

Conflicts Of Interest

Your obligation to conduct the Company's business in an honest and ethical
manner includes the ethical handling of actual or apparent conflicts of
interest between personal and professional relationships. No Senior Employee
shall make any investment, accept any position or benefits, participate in any
transaction or business arrangement or otherwise act in a manner that creates
or appears to create a conflict of interest unless the Senior Employee makes
full disclosure of all facts and circumstances to, and obtains the prior
written approval of (a) the Chair of the company's Audit Committee, for
conflicts involving the Chief Executive Officer, Chief Financial Officer and
Executive Vice President Global Sales; or (b) the company's internal legal
counsel or external general counsel, for conflicts involving other Senior
Employees.

Disclosures

It is Company policy to make full, fair, accurate, timely and understandable
disclosure in compliance with all applicable laws and regulations in all
reports and documents that the Company files with, or submits to, the
Securities and Exchange Commission and in all other public communications made
by the Company. As a Senior Employee, you are required to promote compliance
with this policy and to abide by Company standards, policies and procedures
designed to promote compliance with this policy.

Compliance With Code Of Ethics

If you know of or suspect a violation of applicable laws, rules or regulations
or this Code of Ethics, you must immediately report that information to (a)
the Chair of the company's Audit Committee, for conflicts involving the Chief
Executive Officer, Chief Financial Officer and Executive Vice President Global
Sales; or (b) the company's internal legal counsel or external general
counsel, for conflicts involving other Senior Employees. No one will be
subject to retaliation because of a good faith report of a suspected
violation.

Violations of this Code of Ethics may result in disciplinary action, up to and
including discharge. The Audit Committee of the Board of Directors shall
determine, or shall designate appropriate persons to determine, appropriate
action in response to violations of this Code.

Waivers Of Code Of Ethics

If you would like to seek a waiver of the Code of Ethics you must make full
disclosure of your particular circumstances to (a) the Chair of the company's
Audit Committee, for conflicts involving the Chief Executive Officer, Chief
Financial Officer and Executive Vice President Global Sales; or (b) the
company's internal legal counsel or external general counsel, for conflicts
involving other Senior Employees. Amendments to and waivers of this Code of
Ethics will be publicly disclosed as required by applicable law and
regulations.

No Rights Created

This Code of Ethics is a statement of certain fundamental principles, policies
and procedures that govern the Company's Senior Employees in the conduct of
the Company's business. It is not intended to and does not create any rights
in any employee, supplier, competitor, shareholder or any other person or
entity.

Acknowledgment: I acknowledge and agree that I have received the company's
Code of Ethics.

Signature:__________________________________

Name:_______________________________________

Title:______________________________________

Date:_______________________________________