**Exhibit 14**
**CODE OF BUSINESS CONDUCT AND ETHICS**
**Introduction**
     This Code of Business Conduct and Ethics covers a wide range of businesspractices and procedures. It does not cover every issue that may arise, but itsets out basic principles to guide all employees of DiamondClusterInternational. All of our employees must conduct themselves accordingly andseek to avoid even the appearance of improper behavior. The Code should alsobe provided to and followed by the firm’s agents and representatives, includingdirectors and outside consultants. All references to employees in This Code ofBusiness Conduct and Ethics includes all employees, partners and officers ofthe firm.
     If a law conflicts with a policy in this Code, you must comply with thelaw; however, if a local custom or policy conflicts with this Code, you mustcomply with the Code. If you have any questions about these conflicts, youshould contact the firm’s Chief People Officer or its General Counsel. Thosewho violate the standards in this Code will be subject to disciplinary actionwhich may include dismissal from the firm. *If you are in a situation which youbelieve may violate or lead to a violation of this Code, follow the guidelinesdescribed in Section 14 of this Code*.
**1. Compliance with Laws, Rules and Regulations**
     Obeying the law, both in letter and in spirit, is the foundation on whichDiamondCluster’s ethical standards are built. All employees must respect andobey the laws of the cities, states and countries in which we operate.Although not all employees are expected to know the details of these laws, itis important to know enough to determine when to seek advice from supervisors,managers or other appropriate personnel.
     DiamondCluster provides all necessary information to you to promotecompliance with laws, rules and regulations, including insider-trading laws.
**2. Conflicts of Interest**
     A “conflict of interest” exists when a person’s private interestinterferes in any way with the interests of the firm. A conflict situation canarise when an employee, officer or director takes actions or has interests thatmay make it difficult to perform his or her Company work objectively andeffectively. Conflicts of interest may also arise when an employee ordirector, or members of his or her family, receives improper personal benefitsas a result of his or her position in the firm. Loans to, or guarantees ofobligations of, employees and their family members may create conflicts ofinterest.
     It is almost always a conflict of interest for a DiamondCluster employeeto work (other than in his or her capacity as a DiamondCluster employee)simultaneously for a competitor, client or supplier. You are not allowed towork for a competitor as a consultant or board member. The best policy is toavoid any direct or indirect outside business connection with our clients,suppliers or competitors, except on our behalf in the normal course ofbusiness.
     Conflicts of interest are prohibited as a matter of firm policy.Conflicts of interest may not always be clear-cut, so if you have a question,you should consult with DiamondCluster’s Chief People Officer or GeneralCounsel. Any employee or director who becomes aware of a conflict or potential
 

 

conflict should bring it to the attention of a supervisor, or partner orconsult the procedures described in Section 14 of this Code.
**3. Insider Trading**
     Employees, directors and outside consultants who have access toconfidential information are not permitted to use or share that information forstock trading purposes or for any other purpose except the conduct of ourbusiness. All non-public information about DiamondCluster or its clientsshould be considered confidential information. To use non-public informationfor personal financial benefit or to “tip” others who might make an investmentdecision on the basis of this information is not only unethical but alsoillegal. If you have any questions, please consult the firm’s General Counsel.
**4. Corporate Opportunities**
     Employees, and directors are prohibited from taking for themselvespersonally opportunities that are discovered through the use of corporateproperty, information or position without the consent of the Board ofDirectors. No employee may use corporate property, information, or positionfor improper personal gain, and no employee may compete with DiamondClusterdirectly or indirectly. Employees, and directors owe a duty to the firm toadvance its legitimate interests when the opportunity to do so arises.
**5. Competition and Fair Dealing; Gifts**
     We seek to outperform our competition fairly and honestly. We seekcompetitive advantages through superior performance, never through unethical orillegal business practices. Stealing proprietary information, possessing tradesecret information that was obtained without the owner’s consent, or inducingsuch disclosures by past or present employees of other companies is prohibited.Each employee should endeavor to respect the rights of and deal fairly withDiamondCluster’s clients, suppliers, competitors and employees. No employeeshould take unfair advantage of anyone through manipulation, concealment, abuseof privileged information, misrepresentation of material facts, or any otherintentional unfair-dealing practice.
     The purpose of business entertainment and gifts in a commercial setting isto create good will and sound working relationships, not to gain unfairadvantage with clients. No gift or entertainment should ever be offered, given,provided or accepted by any Company employee, family member of an employee oragent unless it: (1) is not a cash gift, (2) is consistent with customarybusiness practices, (3) is not excessive in value, (4) cannot be construed as abribe or payoff and (5) does not violate any laws or regulations. Pleasediscuss with your supervisor or partner any gifts or proposed gifts which youare not certain are appropriate.
**6. Discrimination and Harassment**
     The diversity of DiamondCluster’s employees is a tremendous asset. We arefirmly committed to providing equal opportunity in all aspects of employmentand will not tolerate any illegal discrimination or harassment or any kind.Examples include derogatory comments based on racial or ethnic characteristicsand unwelcome sexual advances.
 

 

**7. Health and Safety**
     DiamondCluster strives to provide each employee with a safe and healthfulwork environment. Each employee has responsibility for maintaining a safe andhealthy workplace for all employees by following safety and health rules andpractices and reporting accidents, injuries and unsafe equipment, practices orconditions.
     Violence and threatening behavior are not permitted. Employees shouldreport to work in condition to perform their duties, free from the influence ofillegal drugs or alcohol. The use of illegal drugs in the workplace will notbe tolerated.
**8. Record-Keeping**
     DiamondCluster requires honest and accurate recording and reporting ofinformation in order to make responsible business decisions. Our employees usethe firm’s time and expense reporting system to record reimbursable businessexpenses .These must be documented and recorded accurately. If you are notsure whether a certain expense is proper and reimbursable, ask your supervisoror partner. Rules and guidelines are available from the Accounting Department.
     All of DiamondCluster’s books, records, accounts and financial statementsmust be maintained in reasonable detail, must appropriately reflect the firm’stransactions and must conform both to applicable legal requirements and to thefirm’s system of internal controls. Unrecorded or “off the books” funds orassets should not be maintained unless permitted by applicable law orregulation.
     Business records and communications often become public, and we shouldavoid exaggeration, derogatory remarks, guesswork, or inappropriatecharacterizations of people and companies that can be misunderstood. Thisapplies equally to e-mail, internal memos, and formal reports. Records shouldalways be retained or destroyed according to the firm’s record retentionpolicies. In accordance with those policies, in the event of litigation orgovernmental investigation please consult the firm’s General Counsel.
**9. Confidentiality**
     Employees, directors and outside consultants must maintain theconfidentiality of confidential information entrusted to them by the firm orits clients, except when disclosure is authorized by the firm’s LegalDepartment or required by laws or regulations. Confidential informationincludes all non-public information, whether written, electronic or verbal,that might be of use to competitors, or harmful to the firm or its clients, ifdisclosed. It also includes information that suppliers and clients haveentrusted to us. The obligation to preserve confidential information continueseven after employment ends. You should reference your Employment Agreement foryour obligations regarding Confidentiality.
**10. Protection and Proper Use of Company Assets**
     All employees should endeavor to protect DiamondCluster’s assets andensure their efficient use. Theft, carelessness, and waste have a directimpact on the firm’s profitability. Any suspected incident of fraud or theftshould be immediately reported for investigation. Firm equipment should not beused for non-firm business.
     The obligation of employees to protect the firm’s assets includes itsproprietary information. Proprietary information includes intellectualproperty such as trade secrets, patents, trademarks, and
 

 

copyrights, as well as business, marketing and service plans, engineeringand all proprietary ideas, designs, databases, records, salary information andany unpublished financial data and reports. Unauthorized use or distributionof this information would violate DiamondCluster policy. It could also beillegal and result in civil or even criminal penalties. You should referenceyour Employment Agreement for your obligations regarding protection and properuse of all firm assets.
**11. Payments to Government Personnel**
     The U.S. Foreign Corrupt Practices Act prohibits giving anything of value,directly or indirectly, to officials of foreign governments or foreignpolitical candidates in order to obtain or retain business. It is strictlyprohibited to make illegal payments to government officials of any country.
     In addition, the U.S. government has a number of laws and regulationsregarding business gratuities which may be accepted by U.S. governmentpersonnel. The promise, offer or delivery to an official or employee of theU.S. government of a gift, favor or other gratuity in violation of these ruleswould not only violate DiamondCluster policy but could also be a criminaloffense. State and local governments, as well as foreign governments, may havesimilar rules. The firm’s General Counsel can provide guidance to you in thisarea.
**12. Waivers of the Code of Business Conduct and Ethics**
     Any waiver of this Code for executive officers or directors may be madeonly by the Board or a Board committee and will be promptly disclosed asrequired by law or stock exchange regulation.
**13. Reporting any Illegal or Unethical Behavior**
     Employees are encouraged to talk to supervisors and partners aboutobserved illegal or unethical behavior and when in doubt about the best courseof action in a particular situation. It is the policy of the firm not to allowretaliation for reports of misconduct by others made in good faith byemployees. Employees are expected to cooperate in internal investigations ofmisconduct.
**14. Compliance Procedures**
     We must all work to ensure prompt and consistent action against violationsof this Code. However, in some situations it is difficult to know right fromwrong. Since we cannot anticipate every situation that will arise, it isimportant that we have a way to approach a new question or problem. These arethe steps to keep in mind:
• Make sure you have all the facts. In order to reach the rightsolutions, we must be as fully informed as possible.
• Ask yourself: What specifically am I being asked to do? Does it seemunethical or improper? This will enable you to focus on the specificquestion you are faced with, and the alternatives you have. Use yourjudgment and common sense; if something seems unethical or improper,it probably is.
• Clarify your responsibility and role. In most situations, there isshared responsibility. Are your colleagues informed? It may help toget others involved and discuss the problem.
• Discuss the problem with your supervisor or partner. This is thebasic guidance for all situations. In many cases, your supervisor orpartner will be more knowledgeable about the question, and will
 

 

  appreciate being brought into the decision-making process. Remember that it isyour supervisor’s or partner’s responsibility to help solve problems.
• Seek help from firm resources. In the rare casewhere it may not be appropriate to discuss an issuewith your supervisor or partner, or where you do notfeel comfortable approaching your supervisor orpartner with your question, discuss it the firm’sHuman Resources team.
• You may report ethical violations in confidence andwithout fear of retaliation. If your situationrequires that your identity be kept secret, youranonymity will be protected. DiamondCluster does notpermit retaliation of any kind against employees forgood faith reports of ethical violations.
• Always ask first, act later: If you are unsure ofwhat to do in any situation, seek guidance before youact.
 

 

**DIAMONDCLUSTER INTERNATIONAL, INC.**
**SUPPLEMENTAL CODE OF ETHICS FOR CEO AND SENIOR FINANCIAL OFFICERS**
     The Company has a Code of Business Conduct and Ethics applicable to alldirectors and employees of the Company. The CEO and all senior financialofficers, including the CFO and principal accounting officer, are bound by theprovisions set forth therein relating to ethical conduct, conflicts of interestand compliance with law. In addition to the Code of Business Conduct andEthics, the CEO and senior financial officers are subject to the followingadditional specific policies:
 1. The CEO and all senior financial officers areresponsible for full, fair, accurate, timely andunderstandable disclosure in the periodic reports requiredto be filed by the Company with the SEC. Accordingly, it isthe responsibility of the CEO and each senior financialofficer promptly to bring to the attention of the DisclosureCommittee any material information of which he or she maybecome aware that affects the disclosures made by theCompany in its public filings or otherwise assist theDisclosure Committee in fulfilling its responsibilities asspecified in the Company’s Internal Financial and DisclosureControls and Procedures Policy.  2. The CEO and each senior financial officer shallpromptly bring to the attention of the Disclosure Committeeand the Audit Committee any information he or she may haveconcerning (a) significant deficiencies in the design oroperation of internal controls which could adversely affectthe Company’s ability to record, process, summarize andreport financial data or (b) any fraud, whether or notmaterial, that involves management or other employees whohave a significant role in the Company’s financialreporting, disclosures or internal controls.  3. The CEO and each senior financial officer shallpromptly bring to the attention of the General Counsel orthe CEO and to the Audit Committee any information he or shemay have concerning any violation of the Company’s Code ofBusiness Conduct and Ethics, including any actual orapparent conflicts of interest between personal andprofessional relationships, involving any management orother employees who have a significant role in the Company’sfinancial reporting, disclosures or internal controls.  4. The CEO and each senior financial officer shallpromptly bring to the attention of the General Counsel orthe CEO and to the Audit Committee any information he or shemay have concerning evidence of a material violation of thesecurities or other laws, rules or regulations applicable tothe Company and the operation of its business, by theCompany or any agent thereof, or of violation of the Code ofBusiness Conduct and Ethics or of these additionalprocedures.  5. The Board of Directors shall determine, or designateappropriate persons to determine, appropriate actions to betaken in the event of violations of the Code of BusinessConduct and Ethics or of these additional procedures by theCEO and
 

 

   the Company’s senior financial officers. Such actionsshall be reasonably designed to deter wrongdoing and topromote accountability for adherence to the Code ofBusiness Conduct and Ethics and to these additionalprocedures, and shall include written notices to theindividual involved that the Board has determined thatthere has been a violation, censure by the Board, demotionor re-assignment of the individual involved, suspensionwith or without pay or benefits (as determined by theBoard) and termination of the individual’s employment. Indetermining what action is appropriate in a particularcase, the Board of Directors or such designee shall takeinto account all relevant information, including the natureand severity of the violation, whether the violation was asingle occurrence or repeated occurrences, whether theviolation appears to have been intentional or inadvertent,whether the individual in question had been advised priorto the violation as to the proper course of action andwhether or not the individual in question had committedother violations in the past.    /s/ MELVYN E. BERGSTEIN Melvyn E. Bergstein Chairman, Chief Executive Officer    /s/ WILLIAM R. MCCLAYTON William R. McClayton Senior Vice President, Finance and Administration     /s/ KARL E. BUPP Karl E. Bupp Chief Financial Officer