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Exhibit 14

ACCERIS COMMUNICATIONS INC.
CODE OF CONDUCT

Acceris Communications Inc., and its subsidiaries (collectively referred
to as Acceris or the Company) are committed to conducting the Companys
business in accordance with all applicable federal, state and local laws,
honesty in our business dealings, prudent use of our assets and resources,
sound growth and achievement of business objectives and fair treatment of our
employees. We are committed to achieving and maintaining the highest level of
integrity and ethics in our dealings with our employees, customers, suppliers,
shareholders and the public. For the purposes of these business and ethical
conduct standards (Standards), the Company considers its officers, directors,
employees, agents and consultants to be Employees and each an Employee.

As
Employees, we are responsible for fully implementing the business
practices and corporate policies of Acceris. These Standards are presented to
govern the conduct of all our Employees. The Standards are directed to all
Acceris Employees as well as our business alliance partners.

CONFLICTS OF INTEREST

It is very important that every Employee avoid any situation which
involves a conflict with his/her duty to the Company and the interests of the
Company and its shareholders. We expect our Employees to exercise good
judgment, honesty and high ethical standards at all times. Adherence to these
Standards should prevent the occurrence of conflicts of interest. Employees
should be particularly sensitive to possible conflicts with suppliers, brokers
or any vendors which could arise from engaging in business dealings with, or
accepting gifts or compensation from, others. If the Employee is in doubt, the
Corporate Secretary should be consulted. The Corporate Secretary and the
Chairman of the Audit Committee of the Board of Directors are identified in the
Key Contact Section of this handbook. Should questions arise regarding the
appropriate handling of your responsibilities under this Code of Conduct,
please contact either of these persons; and, definitely, contact the Chairman
of the Audit Committee if and whenever you have concerns about the prompt and
responsive handling of any matter of concern to you.

Playing favorites or having conflicts of interest, in practice or
appearance, runs counter to the fair treatment to which we are all entitled.
Each Employee should avoid any relationship, influence or activity that might
impair, or have the appearance of impairing, his/her ability to make objective
and fair decisions when performing his/her job. Conflict of interest laws and
regulations must be fully and carefully observed. When in doubt, review
Company policies and procedures, and share the facts of the situation with the
Corporate Secretary.

Here are some ways a conflict of interest could arise:



| |  |  | Employment by a competitor or potential
competitor, regardless of the nature of the employment, while
employed by the Company.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Acceptance of gifts, cash or in kind, from those
seeking to do business with the Company.                                     





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| |  |  | Placement of business with a firm owned or
controlled by an Employee or his/her family.                                                                                                                                                                                                              
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Ownership of, or substantial interest in, a
company which is a competitor of or a supplier to the Company.                                                                                                                                                                                           
|
| |  |  | Acting as a consultant to a Company customer or
supplier without the Companys express prior written approval.
Approval is required for any Employees services as director,
officer, employee, or consultant to any company which is a
supplier or a customer having business dealings with Acceris.

In order to preserve the Companys reputation for honesty and integrity,
the management of our Company must be advised of any matters which might be
considered sensitive. Any such notification should be addressed to the
Corporate Secretary. Each Employee has a duty to ensure that proprietary
information relating to the Company or any entity or person with which the
Company does business is not disclosed to anyone without proper authorization.
Every Employee has a duty to keep proprietary documents protected and secure,
particularly when dealing with suppliers, customers and competitors.

FINANCIAL REPORTING

The Companys senior financial officers (e.g., principal financial
officer, comptroller, principal accounting officer and any person performing
similar functions) as well as any person whose responsibilities include
financial reporting duties (Finance Personnel) have a heightened obligation
to perform their duties in a diligent, honest and ethical manner. This duty of
honesty extends to the full, fair, accurate, timely and understandable
disclosure of information relating to the Companys financial condition and
results of operation in its periodic reports and compliance with all applicable
government rules and regulations. The primary responsibility for financial
reporting, internal control, and compliance with laws, regulation, and ethics
rests with executive management.

If Finance Personnel discover, or have reason to believe, that there is an
actual or potential conflict of interest between their personal and
professional relationships, they must report this information in a prompt
fashion to the Corporate Secretary or the Companys Audit Committee. Examples
of information which should be reported include but are not limited to: (i)
internal control deficiencies such as failure to conduct quarterly reviews of
those controls, or control overrides (such as situations in which Company
officials responsible for a certain function have avoided performing such
function or their decisions are overridden); (ii) fraud by management or by
Employees with significant roles in financial reporting or internal controls
(regardless of materiality); (iii) utilization of proprietary Company
information by Company and non-Company personnel for the benefit of persons or
entities other than the Company; and (iv) provision of non-auditing services by
the Companys auditors without the prior consent of the Companys Audit
Committee.

The Companys Audit Committee has important oversight responsibilities
that relate to the Companys financial reporting, internal controls, compliance
with applicable laws and regulations and Company ethics. In this capacity, the
Audit Committee has the power to authorize investigations that are within the
scope of its responsibilities, including conducting

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interviews or discussions with Employees and other persons whose views may
be helpful to them. In its oversight capacity, the Audit Committee also
monitors internal control processes by reviewing reports issued by external
auditors and other information to gain reasonable assurance that the Company is
in compliance with pertinent laws and regulations, is conducting its affairs
ethically, and is maintaining effective controls against conflict of interest
and fraud. If you have any concerns regarding the Companys financial
reporting, internal controls, compliance with applicable laws and regulations
and compliance of Company Employees with this Code of Conduct, you should
contact the Corporate Secretary or the Chairman of the Audit Committee
directly.

GIFTS, GRATUITIES AND ENTERTAINMENT

Customer and Supplier Personnel

The purchase of supplies, materials and services from vendors,
suppliers and subcontractors must be accomplished in a fair and
nondiscriminatory process based solely on quality, performance, price and
customer criteria (in cases where purchases are made for customers).

Acceris specifically prohibits offering, attempting to give, soliciting or
receiving any form of bribe or kickback. These are criminal acts. Since the
mere receipt of a request to engage in such activity may be a reportable event
under the law, all Employees should immediately seek advice from the Corporate
Secretary if any such request is received. Similarly, any dealings with
affiliated persons of the Company or of any officer of the Company must be
reviewed by the Corporate Secretary. No transaction may be effected with an
affiliated person or entity absent the written approval of the Audit Committee.

Government Personnel

No Employee may give federal, state or local government
employees any meal, beverage, gift or form of entertainment regardless of value
with the following exceptions:



| |  |  | Promotional items which have a retail value of
less than $25.00 and which contain the Companys name or logo
may be offered without violating this Code of Conduct;                                                                                                                                                                                                                  
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Employees may also provide (i) modest items of
food and refreshments offered other than as part of a meal
(such as soft drinks, coffee and doughnuts) to employees of
federal executive agencies other than uniformed services; and
(ii) greeting cards and items with little intrinsic value such
as plaques, certificates and trophies, which are intended
solely for presentation.
|
| |  |  | Employees may socially entertain relatives or
personal friends employed by government agencies. It should
be clear, however, that such entertainment is not related to
the Companys business. Expenditures for such non-business
entertainment are not reimbursable by the Company to the
Employee.                                                                                 

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Employees may not make loans, guarantee loans or make payments to or on
behalf of federal, state or local government employees. Anyone with questions
regarding this section should contact the Corporate Secretary. The making of
gifts that exceed these limits is a violation of the Code of Conduct and other
policies.

Non-Government Personnel

Furnishing meals, refreshments, modest gifts/honorariums (see below) and
entertainment in conjunction with business discussions with non-government
personnel is a commonly accepted business practice. Acceris permits its
Employees, within reason, to engage in such practices. The furnishing of
meals, refreshments or entertainment and the making of modest
gifts/honorariums, however, should not violate good common sense and the
standards of conduct of the recipients organization, and must be consistent
with past practices and standards established from time to time by the Company.

Employees who make, and supervisors who approve, expenditures for meals,
refreshments or entertainment, must use discretion and care to ensure that such
expenditures are in the proper course of business and cannot reasonably be
construed as bribes or improper inducements.

Modest gifts/honorariums should only be given in order to commemorate a
specific holiday or special event. In no event should the value of such
individual items exceed $75.00 without the prior approval of the Chief
Financial Officer. Detailed records of all such gifts and their business
purpose should be maintained for at least three years. Employees should at all
times be mindful of the need to avoid the appearance of gift giving for the
purpose of inducing favorable treatment.

Employees may accept meals, refreshments or entertainment in connection
with business discussions, provided, that they are not
excessive as to cost or frequency. It is the personal responsibility of every
Employee to ensure that his/her acceptance of such meals, refreshments or
entertainment is within prevailing Company Standards and could not reasonably
be construed as an attempt by the offering party to secure favorable treatment
or create an appearance of impropriety.

Employees may not accept gifts, including travel and accommodations, which
have a retail or exchange value of $75.00 or more from an individual or firm
doing or seeking to do business with the Company. Exceptions may be granted on
an individual basis; however, Employees must immediately report the gift to
their supervisor and the Corporate Secretary and request a waiver of this rule.

In any circumstance where an Employee is offered meals, refreshments,
entertainment or gifts and the offering may create an appearance of
impropriety, regardless of the value thereof, the Employee should disclose the
offering to his/her supervisor and the Corporate Secretary in writing.

Except for loans by recognized banks and financial institutions which are
available generally at market rates and terms, no Employee or member of his/her
family may accept any loan, guarantee of loan or payment from an individual or
firm doing or seeking to do business with Acceris; nor is it permissible to
accept any service, accommodation or travel of any value whatsoever, unless the
primary purpose of such is the performance of the Companys business.

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Gifts or Payments to Foreign Officials

Acceris will scrupulously adhere to the letter and spirit of the Foreign
Corrupt Practices Act, which prohibits, among other things, giving money or
items of value to a foreign official or instrumentality for the purpose of
influencing a foreign government. The Act further prohibits giving money or
items of value to any person or firm, such as a consultant or marketing
representative, when there is a reason to believe that it will be passed on to
a foreign government official for this purpose. All questions concerning
compliance with the Foreign Corrupt Practices Act should be referred to the
Corporate Secretary.

Gifts or Payments in General



| |  |  | All approved expenditures for meals, refreshments and
entertainment must be fully documented and recorded on the books of
the Company in strict compliance with established policies and
procedures.                                       
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Employees are required to report to their supervisors any
instance in which they are offered money, gifts which have retail or
exchange value of $75.00 or more or anything else of value by a
supplier or prospective supplier to Acceris.
|
| |  |  | Laws and regulations pertaining to entertainment, gifts and
payments may be and are complicated. Questions regarding
interpretations of specific policies should be submitted to the
Corporate Secretary.                                  

ANTITRUST

The antitrust laws of the United States are calculated to
promote free and open competition. It is incumbent upon Employees to seek
guidance and instructions from supervisors, and if necessary, from the
Corporate Secretary whenever any questions relating to their compliance with
those laws and regulations arise. All Employees are expected to conduct
themselves in a manner designed to promote the Companys compliance with the
antitrust laws, and no Employee shall discuss with any competitor: prices or
terms of sale; division of territories or markets; allocation of customers; or
boycotts of customers or suppliers.

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INTEGRITY OF COMPANY RECORDS

Financial Information and Records

To ensure that public companies such as Acceris disclose complete and
accurate financial information in their periodic reports, federal securities
law requires the Companys CEO and CFO to certify that: (i) they have reviewed
each periodic report; (ii) based on their knowledge, there are no materially
false statements or material omissions in the subject periodic report; (iii)
the report fairly presents the issuers financial condition and results of
operations; (iv) the signing officers are responsible for establishing and
maintaining disclosure controls and procedures and have evaluated the effectiveness of
those controls as of the date of the report; (v) they have disclosed control deficiencies and any fraud by
management or Employees with a significant role in internal controls
(regardless of materiality) to the auditors and the Audit Committee; and (vi)
they have disclosed any significant deficiencies and material weaknesses in internal controls to the
Companys auditors. In addition, all annual reports must include an internal
control report concerning managements responsibility for establishing and
assessing its internal control structure and procedures for financial reporting. It is anticipated
that additional requirements may be promulgated in the near future.

It is Company policy to comply with accepted accounting rules and controls
at all times. All Company records must accurately reflect the transactions
they record. In particular, this policy requires the following:



| |  |  | No undisclosed or unrecorded fund or asset of the
Company shall be established for any purpose;                                                                                                                                                                                                                       
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | No false or misleading entries shall be made in
the books or records of the Company for any reason and no
Employee shall assist in any arrangement that results in any
such entry;                                                                                                                                    
|
| |  |  | No payment or expenditure of the Company shall be
approved without adequate supporting documentation or made
with intention or understanding that any Party of such payment
or expenditure is to be used, directly or indirectly, for any
purpose other than that expressly described by the supporting
documentation;
|
| |  |  | Any Employee having information concerning any
unrecorded fund or asset or any prohibited act shall promptly
report such matter to the Corporate Secretary;                                                                                                                                                           
|
| |  |  | Medical claims of Employees contain confidential
information. Such claims shall be treated in a manner to
retain that confidentiality and in a manner consistent with
Company policy and procedures; and                                                                                                              
|
| |  |  | The Companys internal and outside accountants
must maintain all audit and review work product for five (5)
years from the end of the applicable fiscal period.                                                                                                                                                       

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In addition, every Employee should be aware that:



| |  |  | It is a crime, punishable by imprisonment of up
to ten (10) years, to knowingly and willfully violate
Sarbanes-Oxley Act of 2002 provisions regarding retention of
corporate audit records;                                                                                                                           
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | It is a crime, punishable by imprisonment of up
to twenty (20) years, to knowingly alter, destroy, conceal,
etc. records or documents with the intent to impede, obstruct,
or influence a federal government investigation or case filed
in bankruptcy, or in relation to or contemplation of any such
matter or case;
|
| |  |  | It is a crime, punishable by imprisonment of up
to twenty (20) years, to corruptly alter, destroy, mutilate,
or conceal records or documents with the intent to impair
their integrity or availability in an official proceeding; or
to otherwise obstruct, influence, or impede a proceeding (or
attempt to do so);
|
| |  |  | It is a crime, punishable by imprisonment of up
to ten (10) years, to knowingly, with the intent to retaliate,
take any action harmful to a person for providing to a law
enforcement officer any truthful information relating to the
commission or possible commission of any federal offense.                      
|
| |   |  | You should contact the Corporate Secretary should you have
any question regarding the foregoing discussion.                                                                                                                                                                                                           

Personnel Records

Personnel records are treated as confidential by the Company, unless
otherwise required by law or permission to disclose their contents is given by
an Employee. Notwithstanding the foregoing, the Company will confirm length of
service and position held (and pay rate, when written permission is given by
the Employee) when contacted by a prospective lender to an Employee or by a
prospective employer after an Employees separation from the Company.

Information to Customers

It is our Company policy to provide technical information which is as
accurate as possible in order to properly guide our own Employees and customers
in the sales and use of our products and services. No false or inaccurate data
shall knowingly be recorded or used by any Employee. Any Employee having
information concerning any such false data being recorded or used shall
promptly report such a situation to the Corporate Secretary.

Computer Usage/Software Licensing

It is our Company policy to restrict access to computer databases and
electronic mail communications systems to authorized users for business and
business-related purposes only. It is the Company policy to maintain
compliance with software licensing requirements of our suppliers and vendors.

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POLITICAL CONTRIBUTIONS

The Company may not make any remuneration of money or offer to do so
directly or indirectly to any government official or politician in the United
States or abroad for the purpose of influencing such officials or politicians
actions. Our Employees are expected not to use Company funds or facilities or
services for any political purpose in contravention of this policy.

This policy shall not apply to purely individual contributions by
Employees. However, the use of Company funds to fund an Employee contribution,
or the reimbursement of an Employee contribution is strictly prohibited.

SECURITIES TRADES BY COMPANY
PERSONNEL

Reasons for This Policy Statement

Federal securities regulators are vigorously pursuing violations of
insider trading laws. Recent federal legislation has increased the penalties
for insider trading and put the onus on companies for violations by their
personnel. These policies and procedures covering securities trades
by Acceris personnel will help protect the Company and its personnel from
potentially severe consequences.

This Policy Statement establishes policies for securities trading for all
personnel and also sets forth compliance guidelines for officers and directors
to whom special reporting obligations apply. It is intended to avoid even the
appearance of improper conduct on the part of anyone employed by or associated
with the Company. It is everyones responsibility to maintain the Companys
reputation for integrity and ethical conduct.

The Consequences

The consequences of insider trading violations can be severe:

For individuals who trade on insider information (or
tip information to others):



| |  |  | A civil penalty of up to three times the profit gained or loss avoided;  
| | - |  | -------------------------------------------------------------------------
|
| |  |  | A criminal fine (no matter how small the profit) of up to $1 million; and
|
| |  |  | A jail term of up to ten years.                                          

For companies (and possibly any supervisory persons)
that fail to take appropriate steps to prevent illegal trading:



| |  |  | A civil penalty of the greater of $1 million or three times the profit
gained or loss avoided as a result of the employees violation; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | A criminal penalty of up to $2.5 million.                                                                                                 

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In addition, the Securities Enforcement Remedies and Penny Stock Reform
Act of 1990 provides the Securities and Exchange Commission (the SEC) with
greater enforcement powers, including the ability to go to court and seek
significant fines for securities law violations (ranging up to $100,000 for
individuals and $500,000 for companies per violation) and to seek its own cease
and desist orders in an SEC administrative hearing.

Furthermore, under the so-called short swing profit rules, any profit made
by a director or officer through the purchase and sale or sale and purchase, of
Company shares occurring within six months, whatever the circumstances, must be
paid to the Company.

Moreover, if an employee violates the Companys insider trading policy, he
or she may be subject to Company-imposed sanctions, including dismissal for
cause.

Acceris Communications Policy

If a director, officer or any other employee has material non-public
information relating to the Company, neither that person nor any related person
may buy or sell securities of the Company or engage in any other action to take
advantage of that information or pass it on to others.This policy also
applies to information relating to any other company, including our customers,
suppliers or vendors and those with which the Company may be negotiating major
transactions, obtained in the course of employment and to trading in the shares
of such a customer or supplier. Information that is not material to the
Company may nevertheless be material to one of these other companies.

Transactions that may appear justifiable for independent reasons (such as
the need to raise money for an emergency) are no exception. Even the
appearance of an improper transaction must be avoided to preserve our
reputation for adhering to the highest standards of conduct.

Material Information. Material information is any
information that a reasonable investor would consider important in a decision
to buy, hold or sell stock. In short, any information that could
reasonably affect the price of stock should be considered material.

Examples. Information that will likely be regarded as
material includes: annual or quarterly financial results; projections of
future earnings or losses; a significant change in earnings or earnings
projections, news of a proposed merger, acquisition or tender offer; news of a
significant purchase or sale of assets or the purchase or disposition of a
division or subsidiary; changes in dividend policies or the declaration of a
stock split or the offering of additional securities; changes in management;
significant new products; impending bankruptcy or financial or liquidity
problems; major litigation or regulatory sanctions; and the gain or loss of a
substantial customer or supplier. Either positive or negative information may
be material.

Benefit of Hindsight. Remember, if your securities
transactions become the subject of scrutiny, they will be reviewed
after-the-fact with the benefit of hindsight. As a result, before engaging in
any transaction you should carefully consider how regulators and others might
view your transaction in hindsight.

Transactions By Family Members. The very same
restrictions apply to your family members and others living in your household.
You are responsible for their compliance.

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Tipping Information to Others. Whether the information
is proprietary information about our Company or information that could affect
our stock price, employees must never pass such information on to others. The
above penalties may apply regardless of whether or not you derive any benefit
from anothers actions. For example, the SEC has imposed a $470,000 penalty on
a tipper even though he did not profit from his tippees trading.

Posting material, nonpublic information, or making statements or
recommendations based on this information, on any Internet website, electronic
bulletin board, Internet message board, Internet chat room, or other similar
form of electronic communication, can also constitute tipping under the
securities laws. Because of the high potential for improper or premature
disclosure of material, nonpublic information posed by these activities and the
resulting liability under the securities laws for the employee and the Company,
employees may not post any information about the Company, its business plans,
its employees or directors, or its customers, suppliers or vendors, nor engage
in any discussions with other parties about the Company, its business plans,
its employees or directors, or its customers, suppliers or vendors, on any of
these forums. Furthermore, employees should notify the Companys Corporate
Secretary if they are aware of such activities by any other employee.

When Information Becomes Public. It is also improper
for an officer, director or employee to enter a trade immediately after the
Company has made a public announcement of material information, including
earnings releases. Because the companys stockholders and the investing public
should be afforded the time to receive the information and act upon it, as a
general rule you should not engage in any transactions involving Company shares
until one full business day after such information has been released. Thus, if
an announcement is made after the market closes on a Monday, Wednesday
generally would be the first day on which you should trade. If an announcement
is made before the market opens on a Friday, Monday would be the first day.

Period of No Securities Transactions. To minimize the
risk of liability on the part of the Company and its personnel for violations
of the foregoing insider trading restrictions, the Company has established a
period relating to the Companys earnings during which the Companys directors,
officers, senior executives, and certain other employees should not buy or sell
Company shares under any circumstances. The quiet period begins on the last day
of the last month of the quarter and extends until the end of the first full
business day following the public release of the Companys 10Q or 10K report
covering that quarter.

Method of Preserving Confidentiality. Directors,
officers and other employees of the Company should not discuss inside
information in public places where it can be overheard such as elevators,
restaurants, taxis and airplanes. Such information should be divulged only to
persons having a need to know it in order to carry out their job
responsibilities. To avoid even the appearance of impropriety, directors,
officers and employees should refrain from providing any advice or making
recommendations regarding the purchase or sale of the Companys shares. Use
particular caution when receiving inquiries from securities analysts, companies
in the same business as the Company and members of the press. All such
inquiries should be handled by offering no comment on the matter and by
referring the inquirer to the Companys investor relations area of its website
or the Corporate Secretary.

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Additional Prohibited Transactions

Because we believe it is improper and inappropriate for any Company
personnel to engage in short-term or speculative transactions involving Company
stock, directors, officers and employees should not engage in any of the
following activities with respect to securities of the Company:

1.     Trading in Securities on a Short-Term Basis. Any
Company shares purchased by any personnel in the open market must be held for a
minimum of six months and ideally longer, unless (in the case of employees who
are not officers or directors) the sale results from personal emergency and the
holding period is waived by the Companys General Counsel. (Note that the
SECs short-swing profit rule already prevents officers and directors from
selling any Company stock within six months of a purchase. We are simply
expanding this rule to all employees.)

2.     Short Sales.

3.     Buying or Selling Puts or Calls.

Company Assistance

Any person who has any questions about specific transactions may obtain
additional guidance from the Companys Corporate Secretary. Remember, however,
the ultimate responsibility for adhering to this Policy Statement and avoiding
improper transactions rests with you.

Special Guidelines for Directors and Officers

Pre-Clearance Of All Trades By Directors and Officers

To provide assistance in preventing inadvertent violations and avoiding
even the appearance of an improper transaction (which could result, for
example, where an officer engages in a trade while unaware of a pending major
development), we are implementing the following procedure:

All transactions in Company stock (acquisitions, dispositions,
transfers, etc.) by directors and officers must be pre-cleared by the Companys
Corporate Secretary. If you contemplate a transaction, you should
contact the Corporate Secretary in advance.

Section 16 Reporting. One reason for pre-clearing
trades by officers and directors is that their purchases and sales of Company
securities are subject to the short-swing profit rules imposed by Sections
16(a) and (b) of the Securities Exchange Act of 1934 (the 1934 Act).

A.     Ownership Reports.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Under Section 16(a) of the 1934 Act, officers, directors and greater
than 10% stockholders of the Company (insiders) must file with the SEC
public reports disclosing their holdings of, and transactions in, the
Companys equity securities. For
purposes of these filing requirements, the individuals identified as
executive officers in the Companys Form 10-K and the Companys
principal accounting officer are required to

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| |                                                                                                                                                             
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------
| | file such reports. Insiders
who have delinquent or late filings under Section 16 must be disclosed by
name in the Companys proxy statement (and Form 10-K).



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Forms 3. An initial report on Form 3 must be
filed by every insider disclosing all equity
securities of the Company beneficially owned by the reporting person on
the date he or she became an insider. Even if no securities were owned
on that date, the insider must file a report. The report is due
ten days after such person becomes an insider.
Reports under Section 16(a) are intended to cover all Company securities
beneficially owned either directly by the insider or indirectly through
others. An insider is considered the direct owner of all shares of the
Company held in his or her own name or held jointly with others. An
insider is considered the indirect owner of any securities in which he or
she has a pecuniary interest. In other words, an insider is the
beneficial owner of shares if he or she can profit from purchases and
sales of the shares. Thus, shares of the Company beneficially owned
through partnerships, corporations, trusts, and estates, are subject to
reporting. Absent countervailing facts, an insider is presumed to be the
beneficial owner of securities held by his or her spouse and other
members of his or her family sharing the insiders home. But an insider
is free to disclaim beneficial ownership of these or any other securities
being reported if insider believes he or she has a reasonable basis for
doing so. Those who have questions regarding the beneficial ownership of
shares should contact the Companys Corporate Secretary.
|
| | Forms 4. A Form 4 must be filed whenever there
is a non-exempt acquisition or disposition of shares by the insider.
Transfers to trusts and other changes in the nature of an insiders
ownership (e.g. from direct to indirect) must be
reported. Small acquisitions are exempt from immediate Form 4 reporting
but must be reported on the next Form 4 otherwise due or on the annual
Form 5 if no Form 4 is filed in the interim. This form must
be filed before the end of the second business day following the day
on which a transaction resulting in a change in beneficial ownership
has been executed. In addition, officers and directors must report
any changes which occur after they are no longer insiders if the change
takes place within six months of any transaction while an insider.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| | Forms 5. The Form 5 must be filed by every
person subject to Section 16 reporting within 45 days after the end of
the Companys fiscal year. Form 5 is to be used to report any exempt
transactions, including sales and purchases of shares under certain
employee stock benefit plans, and gifts of stock, and to report failures
to file previously due reports. A primary purpose of the Form 5 is to
promote compliance with Section 16(a) by requiring insiders to report any
required Forms 3 and 4 which had not been filed during the year. At
year-end officers and directors who have no Form 5 items to report will
be required to provide the Company with a written representation that no
Form 5 filing is due (i.e., there are no unreported
transactions).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

B.     Procedures to Ensure Compliance with Section 16(a)



| |             
| | ------------
| | Introduction

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| |                                                                                                                                                                                                                                                                                                                                                               
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Full compliance with your reporting and other obligations under the
securities laws is your personal responsibility, not the Companys.
While this statement sets forth guidelines, it is not exhaustive.
Although the Corporate Secretary should be able to assist you with
routine filings, you should direct any significant questions to your own
counsel.
|
| | In an effort to ensure that its insiders comply with the reporting
requirements of Section 16, the Company has implemented the following
compliance procedures:                                                                                                                                                                                               



| |  |  | 1. Corporate Secretary. The Company has
designated the Corporate Secretary to assist officers and directors
in preparing and/or reviewing all Forms 3, 4 and
5 filings.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |  |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | 2. Preparing and Reviewing Forms 3, 4 and 5.
The Corporate Secretary will prepare the required Form 3 upon an
individuals assumption of officer or director status. In
addition, the Corporate Secretary will assist all officers and
directors in preparing a Form 4 whenever there is an acquisition or
disposition of shares that would require a filing and in preparing
a Form 5 after the end of each fiscal year.                                                                                                                                                                                                                                                                                                                                                
|
| |  |  | 3. Power of Attorney. Even if an individual is
unable to sign personally a Form 3, 4 or 5
(e.g., if the reporting person is out of town),
the SEC permits the Form to be signed by another person without a
prior or simultaneous filing of a power of attorney as long as a
power is sent as soon as practicable. The SEC will not excuse a
late filing simply because the individual is unavailable. To
facilitate timely filings, a power of attorney has been designed
that gives the Corporate Secretary or persons substituted by that
individual the authority to sign Forms 4 and 5 on behalf of a
reporting person. Every insider should obtain from the Corporate
Secretary this form of Power of Attorney, sign it and return it to
the Corporate Secretary.
|
| |  |  | If
an insiders share ownership changes at any time, the insider
should immediately inform the Corporate Secretary to ensure that a Form 4
is timely filed on his or her behalf. The Form 4 must be
received by the SEC no later than two business days following any
reportable transaction, so time is of
the essence.                                                                                                                                                                                                                                                                                                                                                                                                                                                 

C.     Rule 144.

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| |                                                                                                                                                                                                                                                                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | If you are an officer or director of the Company or are otherwise in
a control relationship with the Company, you are also deemed to be an
affiliate of the Company under the securities laws, making your sales of
shares subject to special limitations. To avoid risking liability, all
such persons are required to comply with SEC Rule 144 in selling shares.



| |  |  | 1. Brokered Transaction. You may only sell in
an unsolicited transaction through a licensed broker or to a market
maker in Company shares. You must inform the broker or market
maker of your status as a Company affiliate.                                                                                                                                                                                                                         
| |  |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | 2. Limitation. In any three months, sales by
you, your family and household members, affiliates and other
entities in which you hold a 10% or greater interest may not exceed
the greater of (a) 1% of the outstanding Company shares or (b) the
average weekly reported trading volume of Company shares for the 4
calendar weeks preceding your Rule 144 filing (or, if no filing is
required, the time you direct your broker to effect the sale).
|
| |  |  | 3. Form 144. If your sales and
those of your associates described in item (2) above in any
three months exceed either $10,000 or 500
shares, you must file Form 144. Three copies must be filed
with the SEC at the following address:                                                                                                                                                                                                               

| |  |                                   
| |  | ----------------------------------
| |  | Securities and Exchange Commission
| |  | 450 Fifth Street, N.W.            
| |  | Washington, D.C. 20549-1004       



| |  |  | The filing must be mailed by the time you place your order with your
broker.                                                                                                                                             
| |  |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | 4. Assistance. Normally, your broker will
assist you with Form 144. Remember to pre-clear all transactions
with the Corporate Secretary. Questions or requests for assistance
may be directed to the Corporate Secretary.

Consequences of Violation

Any employee who violates this Policy Statement is subject to possible
suspension or discharge. Any employee who assists in, or knowingly fails to
report, a violation of this Policy Statement is also subject to suspension,
discharge or other appropriate action. Any employee who suspects a violation
of this Policy Statement should inform the Corporate Secretary or the Chairman
of the Board of the Company (anonymously if desired).

EXCEPTIONS TO THE CODE OF CONDUCT

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The Corporate Secretary may make exceptions on a case-by-case basis of
this Code upon a determination that the conduct at issue involves a negligible
opportunity for abuse or otherwise merits an exemption from the Standards set
forth herein. All such exceptions must be received in writing by the person
requesting the exemption before becoming effective.

* * * * *

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SUPERVISORY PROCEDURES

The role of the Corporate Secretary is critical to the implementation and
maintenance of this Code of Conduct. Supervisory Procedures can be divided
into two classifications: (i) prevention of violations of law; and (ii) the
preservation of systems necessary to assure the integrity of the Companys
financial reporting.

Prevention of Violations of Law

To prevent insider trading, the Corporate Secretary should:



| |  |  | provide, on a regular basis, a program to
familiarize Employees with the Companys policy and
procedures, including the furnishing of this Code of Conduct
to all Employees and to each new Employee upon commencement of
employment;           
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | answer questions regarding the Code of Conduct;                                                                                                                                                                                                 
|
| |  |  | resolve issues of whether information received by
an Employee of the Company is material and non-public;                                                                                                                                        
|
| |  |  | review, with the assistance of the Companys
legal counsel, on a regular basis and update as necessary the
Code of Conduct;                                                                                                                     
|
| |  |  | when it has been determined that an Employee of
the Company has Material Non-Public Information, implement
measures to prevent dissemination of such information, and if
necessary, restrict Employees from trading the affected
securities; and
|
| |  |  | promptly review, and either approve or
disapprove, in writing, each request of an Employee for
clearance to trade in specified securities.                                                                                                      

Detection of Insider Trading

To detect insider trading, the Corporate Secretary should:



| |  |  | review the trading activity reports and
beneficial ownership disclosure, as filed with the SEC, filed
by each officer and director;                      
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | maintain regular communication with and be
available to answer questions from Employees of the Company
who are contemplating securities transactions; and
|
| |  |  | coordinate the review of such reports with other
appropriate officers or directors of the Company.                                                       

Special Reports to Management

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Upon learning of a potential violation of the Code of Conduct, the
Corporate Secretary should promptly prepare a written report to management and
the Audit Committee providing full details and recommendations for further
action.

ACKNOWLEDGMENT

We will expect every Employee requested to do so to submit a
letter affirming the knowledge and understanding of this Code of Conduct and to
disclose any transactions where it might appear to an outsider that any of
these policies have not been observed.

CORPORATE SECRETARY

Employees who discover violations of Company policies are
encouraged to report the violations immediately to the Corporate Secretary and
to the Chairman of the Audit Committee. The Corporate Secretary will be
responsible for providing information about the Companys position on ethical
issues, for responding to inquiries about Employee conduct, and for considering
disciplinary action which may be taken against any persons found in violation
of these Standards.

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ACKNOWLEDGMENT

To: Corporate Secretary

I have read the Code of Conduct. I understand my responsibility to comply
with the Code of Conduct and the process and consequences for dealing with
violations thereof.

If I have any questions or concerns regarding conduct that may raise
concern under this Code of Conduct, I will immediately follow one of the
procedures suggested in this policy and will notify the Corporate Secretary.

| |  |                            
| |  | ---------------------------
| |  | Signature                  
| |  |                            
| |  | Print Your Name            
| |  |                            
| |  | Date                       
| |  |                            
| |  | Job Title or Classification
| |  |                            
| |  | Location                   

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ACCERIS COMMUNICATIONS INC.
CODE OF CONDUCT

KEY CONTACT SECTION

|                                                           |  |                                                                                                                                                                                                                         
|---------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Corporate Secretary:                                       |  | Stephen A. Weintraub
Senior Vice President and Secretary
Counsel Corporation
P.O. Box 435
1300 King Street West, Suite 1300
Toronto, Ontario, Canada M5X 1E3
Telephone: (416) 866-3058
Email: sweintraud@counselcorp.com
|                                                           |  |                                                                                                                                                                                                                         
|Chairman of the Audit Committee
Of the Board of Directors: |  | Hal Heaton
Professor of Finance
Brigham Young University
Salt Lake City, Utah
Telephone: (801) 422-2132                                                                                                                 
|                                                           |  |                                                                                                                                                                                                                         
|Chairman of the Board of Directors:                        |  | Allan Silber
Counsel Corporation
P.O. Box 435
1300 King Street West, Suite 1300
Toronto, Ontario, Canada M5X 1E3
Telephone: (416) 866-3059
Email: asilber@counselcorp.com                                               

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