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COUNTERPATH CORPORATION

CODE OF BUSINESS CONDUCT AND ETHICS AND COMPLIANCE
PROGRAM

Adopted April 24, 2008

The upholding of a strong sense of ethics and integrity is of
the highest importance to CounterPath Corporation (the "Company") and critical
to its success in the business environment. The Company's Code of Business
Conduct and Ethics and Compliance Program (Code of Conduct) embodies the
Company's commitment to such ethical principles and sets forth the
responsibilities of the Company to its shareholders, employees, consultants,
customers, lenders and other stakeholders. The Company's Code of Conduct
addresses general business ethical principles, conflicts of interests, special
ethical obligations for employees with financial reporting responsibilities,
insider trading laws, reporting of any unlawful or unethical conduct, political
contributions and other relevant issues.

GENERAL PRINCIPLES

It is the Company's firm belief that effective business
relationships can only be built on mutual trust and fair dealing. The Company
and all its directors, officers, employees and consultants, to whom the
Company's Code of Conduct is applicable, will conduct themselves in accordance
with the standards established herein.

The Company's Code of Conduct outlines the fundamental
principles of legal and ethical business conduct as adopted by the Board of
Directors of the Company. It is not intended to be a comprehensive list
addressing all legal or ethical issues, which may confront the Company's
personnel. Hence, it is essential that all personnel subject to the Company's
Code of Conduct employ good judgment in the application of the principles
contained herein.

CONFLICTS OF INTEREST

Directors, officers and employees of the Company are expected
to make decisions and take actions based on the best interests of the Company,
as a whole, and not based on personal relationships or benefits. Generally, a
"conflict of interest" is an activity that it inconsistent with or opposed to
the best interest of the Company or one which gives the appearance of
impropriety. As conflicts of interest can compromise the ethical behavior of
Company personnel, they should be avoided.

Employees should avoid any relationship which would create a
conflict of interest. Employees are expected to disclose such relationships and
conflicts to their immediate supervisors. Conflicts of interest involving those
with whom the Company does business should also be disclosed in writing to such
third parties. Any waivers of conflicts of interest must be approved by the
Board of Directors or an appropriate committee.

Members of the Board of Directors are to disclose any conflicts
of interest and potential conflicts of interest to the entire Board of Directors
as well as the committees on which they serve. Directors are to excuse
themselves from participation in any decision of the Board or a committee
thereof in any matter in which there is a conflict of interest or potential
conflict of interest.

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Set forth below is specific guidance in respect to certain
conflicts of interest situations. As it is not possible to list all conflicts of
interest situations, it is the responsibility of the individual, ultimately, to
avoid and properly address any situation involving a conflict of interest or
potential conflict of interest. Company personnel who wish to obtain
clarification of the Company's conflicts of interest principles or further
guidance with respect to the proper handling of any specific situation should
consult his or her immediate supervisor, the Company's corporate secretary or
the Company's outside legal counsel.

Interest in Other Businesses: All Company's directors,
officers and employees and their family members must avoid any direct or
indirect financial relationship with third parties with whom the Company has
relationships which would involve a conflict of interest or a potential conflict
of interest or compromise the individual's loyalty to the Company. Permission
must be obtained from the Company's president before any such individual
commences an employment, business or consulting relationship with third parties
with whom the Company has relationships.

Outside Directorships: All Company directors, officers
and employees may serve on the boards of directors of other profit-making
organizations so long as those other companies are not in direct competition
with the Company. Direct competition does not necessarily include being in the
same type of industry as the Company, and directors, officers and employees are
not obliged to refer to the Company every opportunity they may have in the
Company's industry area.

Individuals who serve as directors of other companies may
retain any compensation earned from that outside directorship without accounting
for the same to the Company. Individuals may receive compensation (whether in
the form of cash, stock or options) for service on a board of directors of
another business organization if such service is at the request of the Company
or in connection with the investment of the Company in such business
organization, so long as the individual discloses the compensation to the
Company. All individuals must excuse themselves from any matters pertaining to
the Company and the business organization of which they are directors.

Proper Payments: All individuals should pay for and
receive only that which is proper. Company personnel should not make improper
payments for the purposes of influencing another's acts or decisions and should
not receive any improper payments or gifts from others for the purposes
influencing the decisions or actions of Company's personnel. No individual
should give gifts beyond those extended in the context of normal business
circumstances. Company personnel must observe all government restrictions on
gifts and entertainment.

Supervisory Relationships: Supervisory relationships
with family members present special workplace issues. Accordingly, Company
personnel should where possible avoid a direct reporting relationship with a
family member. If such a relationship exists or occurs, the individuals involved
must report the relationship in writing to the Board of Directors.

COMPLIANCE IS EVERYONES BUSINESSWHISTLEBLOWER
PROVISIONS

Ethical business conduct is critical to the Companys business.
As an employee, your responsibility is to respect and adhere to these practices.
Many of these practices reflect legal or regulatory requirements. Violations of
these laws and regulations can create significant liability for you, the
Company, its directors, officers and other employees.

All employees and consultants, and particularly managers and/or
supervisors, have a responsibility for maintaining financial integrity within
the Company, consistent with generally accepted accounting principles and both
federal and state securities laws.

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Please refer to the Company's Insider Trading Policy. Any
further inquiries relating to insider trading laws should be directed to the
Company's Insider Trading Compliance Officer or the Company's outside
counsel.

Part of your job and ethical responsibility is to help enforce
this Code of Conduct. Any failure to report inappropriate or irregular conduct
of others is a severe disciplinary matter. It is against Company policy to
retaliate against any individual who reports in good faith the violation or
potential violation of the Company's Code of Conduct of another.

If you suspect that a Company officer, director or employee has
violated this Code of Conduct, or broken any law, or become aware of any
incidents involving financial or accounting manipulation or other
irregularities, whether by witnessing the incident or being told of it, you
should follow the following procedures to report the violation:

1. In most cases, you should report the violation to your
immediate supervisor, to the Corporate Secretary or to the Companys Insider
Trading Compliance Officer.

2. If you believe reporting the violation to your immediate
supervisor, Corporate Secretary, or to the Insider Trading Compliance Officer
would not result in appropriate action, then you may report the suspected
violation to the Designated Director. The current Designated Director is Chris
Cooper. The Designated Director is an independent director who is not an
employee of the Company and who does not have any material business relationship
with the Company.

3. To report a suspected unlawful or unethical activity to the
Designated Director, you may contact the Designated Director using any of the
following methods:

- By E-mail to Chris Cooper at ccooper@firstmg.com;
- By voice message to the following number: 1-604-689-8336; or
- By sealed letter addressed to: Chris Cooper, Suite 2410, P.O. Box 11524,
  650 West Georgia Street, Vancouver, B.C., V6N 1Z5.

4. If you wish, you may report suspected unlawful or unethical
activity on an anonymous basis.

Any person reporting a suspected violation is encouraged to
provide as much detail as possible regarding the subject matter of the suspected
violation, as the ability to investigate and rectify the problem will depend
largely on the quality and specificity of the information provided.

All reports of suspected unlawful or unethical conduct will be
promptly investigated by the Companys Corporate Secretary or by the Designated
Director and communicated to the Board of Directors. All employees are expected
to cooperate in any internal or external investigations of possible violations.
Investigatory reports will be kept confidential to the extent possible,
consistent with the need to conduct an adequate investigation. The Board of
Directors will maintain copies of all such reports for not less than five
years.

Reprisal, threats, retribution or retaliation against any
person who has in good faith reported a violation or a suspected violation of
law, this Code of Conduct or other Company policies, or against any person who
is assisting in any investigation or process with respect to such a violation,
is strictly prohibited. Anyone who becomes aware of any such improper
retaliatory conduct should immediately report such conduct to the Designated
Director.

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The Company recognizes the need for this Code of Conduct to be
applied equally to everyone. The Board of Directors has primary authority and
responsibility for the enforcement of this Code of Conduct. The Company will
devote the necessary resources to enable the Board of Directors to establish
such procedures as may be reasonably necessary to create a culture of
accountability and facilitate compliance with the Code of Business and Ethics
and Compliance Program.

The Board of Directors shall determine, with or without the
advice of others, appropriate actions to be taken in the event there is a
violation of this Code of Conduct. These actions shall be reasonably designed to
deter wrongdoing and to promote accountability for adherence to this Code of
Conduct and may include actions ranging from: (a) written notices to the
individual involved in the violation, to (b) termination of the individual's
employment.In determining what action is appropriate in a particular case,
the Board of Directors will take into account all relevant information,
including the nature and severity of the violation, whether the violation was a
single occurrence or repeated occurrences, whether the violation appears to have
been intentional or inadvertent, whether the individual in question had been
advised prior to the violation as to the proper course of action and whether or
not the individual in question had committed other violations in the past.

Situations which may involve a violation of ethics, laws or
this Code of Conduct may not always be clear and may require difficult judgment.
No code of conduct or ethics can anticipate every business situation that might
present an ethical dilemma. In trying to determine whether any given action is
appropriate, answer the following questions:

- Would I feel comfortable if the action Im taking is fully publicized in
  the media with all the details, including my photo?
- Could I testify in a court of law or before a government agency about my
  action without exposing the Company or myself to liability?
- Will my action seem like the appropriate one the next day or over time?
- Would I feel comfortable telling my manager, my family, my friends or my
  religious leader about my action?

If you answer no to any of the questions above, you are
likely at risk of making an unethical decision and potentially violating this
Code of Conduct. In all cases, if you are unsure about the appropriateness of an
event or action, please seek assistance in interpreting the requirements of
these practices by contacting your supervisor, the Corporate Secretary or the
Companys outside legal counsel.

FINANCIAL REPORTING RESPONSIBILITIES

As a public company, it is of critical importance that the
Company's filings with the Securities and Exchange Commission and other relevant
regulatory authorities be accurate and timely. Hence, all Company personnel are
obligated to provide information to ensure that the Company's publicly filed
documents be complete and accurate. All Company personnel must take this
responsibility seriously and provide prompt and accurate answers and responses
to inquiries related to the Company's public disclosure requirements.

The Chief Executive Officer and the Chief Financial Officer of
the Company have the ultimate responsibilities of ensuring the integrity of the
filings and disclosure made by the Company as required by the rules and
regulations of the Securities and Exchange Commission and other relevant
regulatory

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authorities. In the performance of their duties relating to the
Company's public disclosure obligations, the Chief Executive Officer, the Chief
Financial Officer and all Company personnel must:

- Act with honesty and integrity
- Provide information that is accurate, complete, objective, fair and timely
- Comply with rules and regulations of federal, state and local governments
  and other relevant public and private regulatory authorities
- Act in good faith with due care, competence and due diligence
- Respect the confidentiality of information acquired in the course of the
  performance of one's duties
- Promote ethical and proper behavior in the work environment
- Report to the Chairman of the Audit Committee any conduct that the
  individual believes to be a violation of law of the Company's Code of Business
  Conduct and Ethics

INSIDER TRADING

It is the policy of the Company to prohibit the unauthorized
disclosure of any nonpublic information acquired in the workplace and the misuse
of material nonpublic information in securities trading. It is not possible to
define all categories of material information. However, information should be
regarded as material if there is a reasonable likelihood that it would be
considered important to an investor in making an investment decision regarding
the purchase or sale of the Company's securities. Nonpublic information is
information that has not been previously disclosed to the general public and is
otherwise not available to the general public. While it may be difficult to
determine whether particular information is material, there are various
categories of information that are particularly sensitive and, as a general
rule, should always be considered material. In addition, material information
may be positive or negative. Examples of such information may include:

- Financial results
- Projections of future earnings or losses
- Major contract awards, cancellations or write-offs
- Joint ventures with third parties
- Research, exploration or development milestones
- News of a pending or proposed merger or acquisition
- News of the disposition of material assets
- Impending bankruptcy or financial liquidity problems

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- Gain or loss of a substantial customer or supplier
- New product announcements or resource discoveries of a material nature
- Significant pricing changes
- Stock splits
- New equity or debt offerings
- Significant litigation exposure due to actual or threatened litigation
- Changes in senior management
- Capital investment plans
- Changes in dividend policy

Trading on Material Nonpublic Information: With certain
limited exceptions, no officer or director of the Company, no employee of the
Company or its subsidiaries and no consultant or contractor to the Company or
any of its subsidiaries and no members of the immediate family or household of
any such person, shall engage in any transaction involving a purchase or sale of
the Company's securities, including any offer to purchase or offer to sell,
during any period commencing with the date that he or she possesses material
nonpublic information concerning the Company, and ending at the close of
business on the second trading day following the date of public disclosure of
that information, or at such time as such nonpublic information is no longer
material. The term "trading day" shall mean a day on which national stock
exchanges such as the TSX or the NASDAQ National Market are open for
trading.

Tipping: No insider shall disclose ("tip") material
nonpublic information to any other person (including family members) where such
information may be used by such person to his or her profit by trading in the
securities of companies to which such information relates, nor shall such
insider or related person make recommendations or express opinions on the basis
of material nonpublic information as to trading in the Company's securities.

Regulation FD (Fair Disclosure) implemented by the Securities
and Exchange Commission provides that when the Company, or person acting on its
behalf, discloses material nonpublic information to certain enumerated persons
(in general, securities market professionals and holders of the Company's
securities who may well trade on the basis of the information), it must make
public disclosure of that information. The timing of the required public
disclosure depends on whether the selective disclosure was intentional or
unintentional; for an intentional selective disclosure, the Company must make
public disclosures simultaneously; for a non-intentional disclosure the Company
must make public disclosure promptly. Under the regulation, the required public
disclosure may be made by filing or furnishing a Form 8-K, or by another method
or combination of methods that is reasonably designed to effect broad,
non-exclusionary distribution of the information to the public.

It is the policy of the Company that all communications with
the press be handled through the Company CEO or CFO or other person designated
by such.

Confidentiality of Nonpublic Information: Nonpublic
information relating to the Company is the property of the Company and the
unauthorized disclosure of such information is strictly forbidden.

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Applicability of Insider Trading Regulations to Securities
of Other Companies: The insider trading guidelines described herein also
apply to material nonpublic information relating to other companies, including
the Company's customers, vendors or suppliers ("business partners"), when that
information is obtained in the course of employment with, or other services
performed on behalf of the Company. All employees and consultants should treat
material nonpublic information about the Company's business partners with the
same care as is required with respect to information relating directly to the
Company.

POLITICAL CONTRIBUTIONS

No assets of the Company, including the time of Company
personnel, the use of Company premises or equipment and direct or indirect
monetary payments, may be contributed to any political candidate, political
action committees, political party or ballot measure without the written
permission of the president or CEO of the Company.

COMPLIANCE PROGRAM

In order to implement the principles of the Company's Code of
Conduct and to establish a Compliance Program, the Company has adopted the
following policies:

Size of the Board of Directors: The Board of Directors
will periodically review the appropriate size of the Board.

Independent Directors: It is the policy of the Company
that where possible at least one of the directors will be non-employees and
non-officers of the Company and will otherwise meet the appropriate standards of
independence. In determining independence, the Board of Directors will consider
the definition of "independence" under the relevant rules and regulations of the
Securities and Exchange Commission and the stock exchange or market on which the
Company's shares are listed for trading. The Company acknowledges that as a
small, venture stage company, it may be difficult to attract independent
directors and may operate with non-independent directors.

Management Directors: The Board of Directors anticipates
that the Company's Chief Executive Officer will be nominated annually to serve
on the Board of Directors. The Board of Directors may also nominate other
members of management.

Chair; Lead Independent Director: The Board of Directors
will periodically appoint a Chair. Both independent and management directors,
including the Chief Executive Officer, are eligible for appointment as the
Chair. The Chair or one of the independent directors (if the Chair is not an
independent director) may be designated by the Board of Directors to be the
"lead independent director." The lead independent director may periodically help
schedule or conduct separate meetings of the independent directors.

Selection of Board Nominees: The Board of Directors will
be responsible for the selection of candidates for the nomination of all Board
members. A Nominating and Corporate Governance Committee, if constituted, shall
recommend candidates for election to the Board of Directors.

Board Membership Criteria: The Board's policy is to
encourage selection of directors who will contribute to the Company's overall
corporate goals of responsibility to its shareholders and other stakeholders.

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Independent Directors' Discussions: It is the policy of
the Board of Directors that the independent directors, under the direction of
the lead independent director, may meet separately without management directors
at least once per year to discuss such matters as the independent directors may
consider appropriate. The Company's independent auditors, outside legal counsel,
finance staff, legal staff and other employees may be invited to attend.

Access to Information: The Board of Directors encourages
the presentation at meetings by managers who can provide additional insight into
matters being discussed. The Company's executive management will afford each
Board member full access to the Company's records, information, employees,
outside auditors and outside counsel.

Board Committees: The Board shall have two standing
committees, the Audit Committee and the Compensation Committee. From time to
time, the Board of Directors may establish additional committees.

Committee Member Selection: The Board of Directors will
designate the members and Chairs of each committee. The membership of the
committees shall meet all applicable criteria of the rules and regulations of
the Securities and Exchange Commission and the stock exchange or market on which
the Company's shares are listed for trading.

Committee Functions: The Board of Directors shall adopt
a Committee Charter for each of the Audit Committee, the Compensation Committee
and any other constituted committee which shall provide the structure and
guiding principles of such committees. The full authority and responsibilities
of each committee are fixed by resolution of the full Board of Directors and the
Committee Charter. The following is a brief summary of the authority of each
committee:

- Audit Committee. Review the Company's financial procedures and controls;
  monitor financial reporting and select and meet with independent auditors.
- Compensation Committee. Determine the appropriate compensation levels for
  the Companys executive officers, evaluate officer and director compensation
  plans, policies and programs and review benefit plans for officers and
  employees.
- Nominating and Corporate Governance Committee. Recommend to the full Board
  candidates for election to the Board of Directors and changes to governance
  policies.

Insider Trading Compliance: The Board of Directors shall
adopt an Insider Trading Compliance Program for the purposes of educating and
ensuring that all subject persons are fully aware of the rules and regulations
of the Securities and Exchange Commission with respect to insider trading. The
Company will, within reason, endeavor to make the Company's outside legal
counsel available to Company personnel with respect to any insider trading
questions or issues.

Financial Reporting; Legal Compliance and Ethics: The
Board's governance and oversight functions do not relieve the Company's
executive management of its primary responsibility of preparing financial
statements which accurately and fairly present the Company's financial results
and condition, the responsibility of each executive officer to fully comply with
applicable legal and regulatory requirements or the responsibility of each
executive officer to uphold the ethical principles adopted by the Company.

Corporate Communications: Management has the primary
responsibility to communicate with investors, the press, employees and other
stakeholders on a timely basis and to establish policies for such
communication.

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Access to Outside Counsel: The Company will, within
reason, endeavor to provide Company personnel access to the Company's outside
legal counsel with respect to any matter which may arise relating to the
Company's Code of Conduct.

No waivers of any provision of this Code of Conduct may be made
except by the Board of Directors. Only the Board of Directors may amend this
Code of Conduct. Any waiver or amendment shall be reported as required by law or
regulation.

ACKNOWLEDGMENT OF RECEIPT OF CODE OF BUSINESS CONDUCT AND
ETHICS AND COMPLIANCE PROGRAM

I have received and read the Companys Code of Business Conduct
and Ethics and Compliance Program (Code of Conduct). I understand the
standards and policies contained in the Company Code of Conduct and understand
that there may be additional policies or laws applicable to me or my job with
the Company. I agree to comply fully with the standards, policies and procedures
contained in the Code of Conduct and the Companys related policies and
procedures. If I have questions concerning the meaning or application of the
Company Code of Conduct, any Company policies, or the legal and regulatory
requirements applicable to my job, I know I can consult my manager or the
Corporate Secretary, knowing that my questions or reports to these sources will
be maintained in confidence. I further understand that I have an obligation to
report to the Corporate Secretary, the Insider Trading Compliance Officer or the
Designated Director any suspected violations of the Code of Conduct that I am
aware of.

|Date:          |  | 
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|Signed:        |  | 
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|Name:          |  | 
|(Please Print)

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