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                                                       EXHIBIT 14








                     BayCorp Holdings, Ltd.






                    CODE OF BUSINESS CONDUCT










                            APPROVED:
                     BAYCORP HOLDINGS, LTD.
                       BOARD OF DIRECTORS
                        DECEMBER 11, 2003



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                     BAYCORP HOLDINGS, LTD.

                    CODE OF BUSINESS CONDUCT



INDEX

 Code of Ethics                                            3
 Equal Employment Opportunity                              10
 Conflicts of Interest                                     12
 Internal Accounting Controls, Procedures and Records      15
 Insider Trading and Disclosure of Nonpublic Information
    Policy                                                 17
 Commercial Bribery                                        23
 Information of a Confidential or Proprietary Nature       24
 Political Contributions                                   25
 Defalcation, Misappropriation and Similar Irregularities
    (Fraud) Procedures and Records                         27
 Sexual Harassment                                         28
 Receipt and Acknowledgement                               30
 Conflicts of Interest Compliance Certification            31


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                     BAYCORP HOLDINGS, LTD.
                    CODE OF BUSINESS CONDUCT

                         Code of Ethics
                        Corporate Policy
                          December 2003

GENERAL STATEMENT:

The Code of Business Conduct (the "Code of Conduct") of BayCorp
Holdings, Ltd. (the "Company" or "BayCorp") consists of all the
Corporate Policies (the "Policies") adopted by the Board of
Directors of the Company (the "Board") that relate to the legal
and ethical standards of conduct that govern the conduct of
business performed by the Company and that are, except where
indicated in a Policy, to be adhered to by all employees (the
"Employees"), officers (the "Officers") and directors (the
"Directors") of the Company. The Policies listed in the Index
constitute the Code of Business Conduct.

DEFINITIONS:

As used in this General Statement and in the Code of Conduct:

     (a)  "AMEX" means the American Stock Exchange.

     (b)  "Audit  Committee" means the Audit Committee of BayCorp
          Holdings, Ltd.

     (c)  "Board"   means  the  Board  of  Directors  of  BayCorp
          Holdings, Ltd.

     (d)  "CEO", "COO" and "VP Finance" means the CEO, COO and VP
          of Finance  of BayCorp Holdings, Ltd.

     (e)  "Chairman" means the Chairman of the Board of Directors
          of BayCorp Holdings, Ltd.

     (f)  "Company"  means  BayCorp Holdings,  Ltd.,  a  Delaware
          corporation,  its  subsidiaries, divisions,  successors
          and affiliates and any other related entities.

     (g)  "Directors"  means  all Directors of BayCorp  Holdings,
          Ltd.

     (h)  "Employees"  means  all Employees of BayCorp  Holdings,
          Ltd.

     (i)  "General Counsel" means the designated outside  general
          counsel of BayCorp Holdings, Ltd.

     (j)  "Laws" means laws and rules and regulations of governmental
          agencies and authorities.

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     (k)  "Management" means individuals who have substantial control
          over the Company or who have a substantial role in policymaking
          within the Company, including directors, executive officers and
          individuals in charge of a major business or functional unit of
          the Company, such as sales, administration or finance.

     (l)  "Officers" means all Officers of BayCorp Holdings, Ltd.

     (m)  "SEC" means the United States Securities and Exchange
          Commission.

INTRODUCTION:

This Code of Conduct is established pursuant to Section 406 of
the Sarbanes-Oxley Act of 2002 and AMEX rules, which requires
that the Company establish a code of ethics to apply to all
Employees, Officers and Directors of the Company.

The Employees, Officers and Directors should note that simply
complying with Laws or following widespread business practices
may not be enough to comply with this Code of Conduct. It is
therefore very important that the Employees, Officers and
Directors read and understand this Code of Conduct.

If any Employee, Officer or Director has a question regarding
this Code of Conduct, then such Employee, Officer or Director
should contact the CEO. If any Employee, Officer or Director has
information, concerns, or suspicions regarding any illegal or
unethical conduct, then such Employee, Officer or Director should
immediately contact any member of the Audit Committee.

PURPOSE:

The purpose of this Code of Conduct is to deter wrongdoing and to
promote:

(1) Honest and ethical conduct, including the ethical handling
    of actual or apparent conflicts of interest between personal
    and professional relationships;

(2) Full, fair, accurate, timely, and understandable disclosure
    in the periodic reports required to be filed by the Company
    and in the Company's public communications;

(3) Compliance with applicable governmental Laws;

(4) The prompt internal reporting of violations of this Code of
    Conduct to an appropriate person or persons identified in
    this Code of Conduct; and

(5) Accountability for adherence to this Code of Conduct.


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GENERAL POLICY:

A.   Standards of Conduct

     The Code of Conduct sets forth the specific Policies that
     govern the conduct of the business of the Company. These
     policies were developed and are intended to be applied in
     good faith with reasonable business judgment to enable the
     Company to achieve its operating and financial goals within
     the framework of the Law.

     It is the personal responsibility of each Employee, Officer
     and Director to adhere to the standards and restrictions,
     whether imposed by Law or the Code of Conduct, applicable to
     his or her assigned duties and responsibilities and to
     conduct himself or herself accordingly. Such standards and
     restrictions require each Employee, Officer and Director to
     avoid any activities which would involve the Company in any
     practice which is not in compliance with the Code of
     Conduct.

     Beyond legal compliance, all Employees, Officers and
     Directors are expected to observe high standards of business
     and personal ethics in the discharge of their assigned
     duties and responsibilities. This requires the practice of
     honesty and integrity in every aspect of dealing with other
     Company Employees, Officers and Directors, the public, the
     business community, stockholders, customers, suppliers and
     governmental and regulatory authorities.

     Except as may be required by Law, it is the policy of the
     Company not to discriminate against Employees, Officers,
     Directors, stockholders, directors, officers, customers or
     suppliers on account of race, color, age, sex, religion or
     national origin. All such persons shall be treated with
     dignity and respect and they shall not be unreasonably
     interfered with in the conduct of their duties and
     responsibilities.

     It  is  the Company's policy to observe and comply with  all
     Laws.  In  some situations the Law of the United States  may
     conflict with the Law of another country. In such cases, the
     Company will endeavor to resolve such conflict following the
     guidance  of  its  General Counsel. Where  such  a  conflict
     cannot  be  resolved, the Law of the United States  will  be
     observed and complied with by the Company.

B.   Ethical Standards

     The  Employees,  Officers  and  Directors  must  follow  the
     accounting rules and controls set forth by the SEC, AMEX and
     the  Financial  Accounting Standards Board.  The  Employees,
     Officers and Directors must also comply with the obligations
     set out in the Sarbanes-Oxley Act of 2002.


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     Each Employee, Officer and Director shall, when required,
     provide full, fair, accurate, timely, and understandable
     disclosure in the periodic reports that the Company is
     required to file. Accordingly, all account books, budgets,
     project evaluations, expense accounts and other papers
     utilized in maintaining business records must accurately
     report the matters to which they relate.

     All assets and liabilities of the Company must be carefully
     and properly set forth in the Company's financial records.
     The Company's outside accountants must be given full access
     to all information of the Company necessary for them to
     properly conduct any audit of the Company or any subsidiary
     or division of the Company.

     No  Employee, Officer or Director shall conceal a mistake in
     the Company's financial reporting. All such mistakes must be
     fully  disclosed to the Officers or the Audit Committee  and
     corrected   as  promptly  as  possible  and,  if   material,
     corrected  in  the  public  reports.  Falsification  of  any
     Company  record  is strictly prohibited and will  result  in
     instant dismissal and possible criminal charges being laid.

     No  Officer or Director may request or be granted a loan  or
     payroll advance from the Company.

     The Employees, Officers and Directors must strive to apply
     high ethical, moral and legal principles in every aspect of
     their business dealings with other Employees, Officers,
     Directors, the public, the business community, stockholders,
     customers, suppliers and governmental and regulatory
     authorities.

     All Employees, Officers and Directors must avoid any
     activities that would involve the Company in any practice
     that is not in compliance with this Code of Conduct. Any
     Employee, Officer or Director who does not adhere to such
     standards and restrictions is acting outside the scope of
     his or her employment.

     The Company will not excuse any violation of this Code of
     Conduct by an Employee, Officer or Director even if the
     violation was specifically requested or directed by another
     Employee, Officer or Director.  Only the Board can authorize
     a waiver of this Code of Conduct.

C.   Administration of the Code of Conduct

     The Code of Conduct of the Company shall be administered  as
     follows:

     1.   Scope of Code of Conduct

          The Board, periodically, in light of the experience of
          the Company, will review the Code of Conduct, and when
          necessary or desirable, the Board will amend the Code
          of Conduct (i) to ensure its continued conformance to
          Law, (ii) to ensure that it meets or exceeds industry
          standards, and (iii) to ensure that any weaknesses
          revealed through monitoring, auditing and reporting
          systems are eliminated or corrected. If Management
          makes a

                                        6

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          recommendation to revise the Code of Conduct, it shall
          assess the risk of exposure to liability for violations
          of statutes and other Laws applicable to the Company's
          operations based on the nature and history of the
          Company's business operations. The Board may instruct
          Management to make recommendations regarding the Code
          of Conduct.

     2.   Responsibility for Administration

          Unless otherwise provided, the Board shall be
          responsible for interpreting and administering the Code
          of Conduct.  In discharging their responsibilities, the
          Board and the Audit Committee may engage such agents
          and advisors as they deem necessary or desirable,
          including attorneys and accountants.

     3.   Waiver or Amendment of Code of Conduct

          The Board may grant a specific, limited waiver of any
          provision of this Code of Conduct if the Board
          determines, based on information that the Board deems
          credible and persuasive, that such limited waiver is
          appropriate under the specific circumstances (and each
          fact situation will be a separate case). If the Board
          waives any provision of the Code of Conduct, then the
          Officers shall determine the necessity or advisability
          of publicly disclosing such waiver. The Code of Conduct
          may be amended only by the Board.

     4.   Delegation of Substantial Discretionary Authority

          No Employee, Officer or Director shall delegate
          substantial discretionary authority to any individual
          who such Employee, Officer or Director knows, or
          through the exercise of due diligence should know, has
          a propensity to engage in illegal activities. For this
          purpose, persons with "substantial discretionary
          authority" include (i) Management, (ii) individuals who
          exercise substantial supervisory authority, and (iii)
          any other individuals who, although not a part of
          Management, nevertheless exercise substantial
          discretion when acting within the scope of their
          authority (for example, an individual with authority to
          negotiate or set price levels or an individual
          authorized to negotiate or approve significant
          contracts).

     5.   Communication of Policies

          To ensure the continued dissemination and communication
          of the Policies, this Code of Conduct shall be
          distributed to all members of Management and all
          Employees, Officers and Directors.


     6.   Monitoring and Auditing

          The  information developed by the Company's independent
          accountants  in  performing  their  engagement  by  the
          Company and by


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          its  internal  auditors  in the  performance  of  their
          assigned  responsibilities shall be made  available  to
          the   Audit  Committee  as a means  of  monitoring  and
          auditing compliance with the Code of Conduct.

          The  receipt  and  disposition of complaints  regarding
          accounting  or auditing must be handled  by  the  Audit
          Committee pursuant to AMEX and SEC rules.

     7.   Reporting System

          Unless another Company officer or official is specified
          in a particular Policy, violations of the Code of
          Conduct shall be reported to any member of the Audit
          Committee. The existence of the reporting system shall
          be communicated to all Employees, Officers and
          Directors.  Employees, Officers and Directors may make
          confidential reports of events or concerns by sending
          an anonymous letter, in writing, to any member of the
          Audit Committee.  It shall be a violation of the Code
          of Conduct to intimidate or impose any form of
          retribution on any Employee, Officer or Director who
          utilizes such reporting system in good faith to report
          suspected violations (except that appropriate action
          may be taken against such Employee, Officer or Director
          if such individual is in breach of the Code of
          Conduct).

     8.   Investigation of Violations

          If the Audit Committee receives information regarding
          an alleged violation of the Code of Conduct, the Audit
          Committee  shall:

          (1)  evaluate such information as to gravity and
               credibility;

          (2)  if necessary, initiate an informal inquiry or a
               formal investigation with respect thereto;

          (3)  if appropriate, prepare a report of the results of
               such inquiry or investigation, including
               recommendations as to the disposition of such
               matter;

          (4)  if appropriate, make the results of such inquiry
               or investigation available to the Board (including
               disciplinary action); and

          (5)  if appropriate, recommend changes in the Code of
               Conduct necessary or desirable to prevent further
               similar violations.

     9.   Disciplinary Measures

          The Company shall enforce its Code of Conduct through
          appropriate means of discipline. The Board shall
          determine whether violations of the Code of Conduct
          have occurred and, if so, shall determine the
          disciplinary measures to be taken against any Employee,


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          Officer or Director of the Company who has so violated
          the Code of Conduct.

          The disciplinary measures, which may be invoked by the
          CEO or the Board, may include counseling, oral or
          written reprimands, warnings, probation or suspension
          without pay, demotions, reductions in salary,
          termination of employment and restitution.

          The jurisdiction of the Board shall include, in
          addition to the violator, others involved in the
          wrongdoing such as (i) persons who failed to use
          reasonable care to detect a violation, (ii) persons who
          if requested to divulge information withheld material
          information regarding a violation, and (iii)
          supervisors who approved or condoned the violations or
          attempted to retaliate against Employees, Officers or
          Directors for reporting violations or violators.

          If any member of Management has allegedly violated the
          Code of Conduct or if any alleged violation of the Code
          of Conduct could have a material adverse effect on the
          Company, then the Board shall determine the
          disciplinary measures to be taken with respect thereto.
          In all other cases, the CEO, under the guidance of the
          Board, shall determine the appropriate disciplinary
          measures to be taken against any Employee of the
          Company.

     10.  Documentation

          The  Company shall document its compliance efforts  and
          results  to evidence its commitment to comply with  the
          standards and procedures set forth above.



     APPROVED:           Board of Directors
                         December 11, 2003


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                     BAYCORP HOLDINGS, LTD.
                    CODE OF BUSINESS CONDUCT

                  Equal Employment Opportunity
                        Corporate Policy
                          December 2003

PURPOSE:

The  purpose  of this policy is to establish and communicate  the
Company's policy regarding equal employment opportunity  for  the
Company's U.S. operations.

POLICY:

The Company is committed in all its operations and in all areas
of employment practice to a policy complying with federal and
state Law governing equal employment opportunities to assure that
there is no unlawful discrimination against any Employee or
applicant.

With respect to operations governed by United States Law, this
policy relates to all phases of employment, including without
limitation, recruitment, hiring, placement, promotion, transfer,
layoff, termination, compensation, benefits, training,
educational, social and recreational programs and the use of
Company facilities. The Company intends to provide Employees with
a working environment free of unlawful discrimination, relating
directly or indirectly to an Employee's race, color, religion,
sex, age, marital status, sexual orientation, national origin,
veteran status or physical or mental disability.

Periodic reviews of personnel practices and actions are to be
conducted by appropriate Employees to ensure compliance with the
Law in this vitally important area of management responsibility.

This policy shall be periodically brought to the attention of
members of Management and shall be administered with a positive
attitude. All Employees are expected to actively support this
policy and to assure that all actions and decisions taken by them
and their subordinates are consistent with this policy and in
furtherance of it.

PROCEDURES:

An Employee who believes she or he has been or is being subjected
to discrimination should bring this matter to the attention of
his/her immediate supervisor, the CEO, or any Director. An
Employee who believes discrimination has occurred or is occurring
should report such conduct to one of the above persons regardless
of the position of the offending person. If a complaint of
discrimination is received by any supervisor, the supervisor
shall report the complaint immediately to the CEO or any Board
member. Nothing in this policy requires any Employee complaining
of discrimination to present the matter to the person who is the
subject of the complaint.


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All complaints will be promptly investigated and all information
will be held in a confidential manner, except to the extent
necessary to conduct a proper investigation. If the investigation
substantiates that the complaint is valid, immediate corrective
action designed to stop the discrimination and prevent its
reoccurrence will be taken. Such corrective action may, in
appropriate instances, include discipline (up to and including
discharge) of the offending person.

An Employee who believes he or she has been or is being subjected
to discrimination, or who believes he or she has observed
discrimination, and who reports the matter pursuant to this
policy shall not be retaliated against or adversely treated with
respect to the terms and conditions of employment, because of the
making of the report.



APPROVED:                Board of Directors
                         December 11, 2003


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                     BAYCORP HOLDINGS, LTD.
                    CODE OF BUSINESS CONDUCT

                      Conflicts of Interest
                        Corporate Policy
                          December 2003

PURPOSE:

The purpose of this policy is to establish guidelines and
procedures to ensure timely and proper disclosure of possible
conflicts of interest that an Employee, Officer or Director may
have in connection with job duties and responsibilities in order
that Management or the Board may review and approve each
situation as necessary to protect the best interests of the
Company and its responsibilities as a public company.

POLICY:

A.   The Company has always been concerned with outside business
     or personal interests of its Employees, Officers and
     Directors that might possibly conflict with the interests of
     the Company. An adequate definition of what constitutes a
     conflict of interest is most difficult. However, there are
     certain situations that the Company will always consider to
     be conflicts of interest. These occur if the Employee,
     Officer or Director or members of his or her immediate
     family:

     -  obtains a significant financial or other beneficial
        interest in one of the Company's suppliers, customers or
        competitors, or a business organization that seeks to do
        business with the Company, without first notifying the
        Company and obtaining written approval as provided
        below;

     -  engages in a significant personal business transaction
        involving the Company for profit or gain, unless such
        transaction has first been approved as provided below;

     -  accepts money, gifts of other than nominal value,
        excessive hospitality, loans or other special treatment
        from any supplier, customer or competitor of the Company
        (loans from lending institutions at prevailing interest
        rates are excluded);

     -  participates  in  any  sale,  loan  or  gift  of  Company
        property  without obtaining proper approval  as  provided
        below; or

     -  learns of a business opportunity through or because of
        association with the Company and discloses it to a third
        party or invests in the opportunity without first
        offering it to the Company.


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     A "member of a person's immediate family" means that
     person's spouse, and the person's and his or her spouse's
     parents, children, the children's spouses, the person's
     spouse's brothers and sisters, and their spouses.

     In the event that a conflict arises with respect to an
     Employee or a member of the Employee's family, the Employee
     must notify the Company and obtain written approval from the
     CEO.

     In the event that a conflict arises with respect to an
     Officer or Director, or a member of the Officer or
     Director's family, the Officer or Director must:

     1.   Disclose the material facts as to the Director's or
          Officer's interest in the transaction to the Board and
          receive authorization of the transaction from the Board
          by the affirmative votes of a majority of the
          disinterested Directors; or

     2.   Disclose the material facts as to the Director's or
          Officer's interest in the transaction to the
          shareholders entitled to vote thereon and receive
          approval by vote of the shareholders; or

     3.   Show that the transaction is fair to the corporation as
          of the time it is authorized, approved or ratified, by
          the Board or the shareholders.

B.   There are certain conflicts of interest that involve
     "related party transactions" as described in Regulation S-K,
     Item 404, of the Securities & Exchange Commission.
     Generally, related party transactions are transactions, or a
     series of similar transactions, between the Company and
     another company, in which a director, executive officer,
     nominee for director, certain shareholders or members of
     such individuals' immediate families have a direct or
     indirect material interest, and which involve $60,000 or
     payments in excess of 5% of either the Company's or the
     other company's annual revenues or total assets.  All
     related party transactions must be reviewed and approved by
     the Audit Committee and disclosed in accordance with
     Regulation S-K, Item 404.

C.   In reviewing any potential or actual conflict of interest,
     the Audit Committee reserves the right to require additional
     information and data regarding the terms of any transaction
     or conflict situation that is under review.

D.   In order to comply with this policy, the Company will be
     responsible for obtaining annually a completed copy of a
     certificate of compliance from all Employees, Officers and
     Directors subject to this requirement.

PROCEDURES:

  A.   During the month of December in each year a completed
     certificate of compliance will be obtained from all Employees,
     Officers and Directors subject to this requirement.


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B.   The completed certificates will be retained in Company
     personnel files and a written report setting forth any
     exceptions included in such reports will be furnished to the
     Board no later than January 15 of each year.

C.   Certificates of compliance will be completed on a current
     basis by all Employees, Officers and Directors who become
     subject to the standard stated in Policy paragraph 2 above
     through initial employment or promotion, and supplemental
     reports for such Employees, Officers and Directors will be
     furnished as set forth in Procedure paragraph 1 above.



     APPROVED:                Board of Directors
                              December 11, 2003


                               14
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                     BAYCORP HOLDINGS, LTD.
                    CODE OF BUSINESS CONDUCT

      Internal Accounting Controls, Procedures, and Records
                        Corporate Policy
                         December  2003

PURPOSE:

The purpose of this policy is to require the Company to keep
books and records that, in reasonable detail, accurately and
fairly reflect its transactions and the dispositions of its
assets. In addition, the Company shall maintain a system of
internal accounting controls that will ensure reliability and
adequacy of its books and records and proper recording of all
transactions including dispositions of its assets.

POLICY:

A.   Authorization

The only transactions to be entered into by the Company are those
that are executed in accordance with Management's specific
authorization or established policy, procedure and practices
consistent with this Code of Business Conduct.

B.   Approval

No transaction will be recorded in the accounts of the Company
unless it is within the scope of written policies and procedures
or is specifically and formally approved by an appropriate and
designated Employee, Officer or Director. Such approval requires
the determination that the transaction (i) has been authorized in
accordance with this policy and (ii) is supported by documentary
evidence to verify the validity of the transaction.

C.   Accounting

All transactions entered into by the Company will be recorded in
the accounts of the Company in accordance with normal, standard
procedures. Each entry will be coded into an account that
accurately and fairly reflects the true nature of the
transaction.

D.   Reporting

All transactions that have been accounted for in accordance with
this policy will be accumulated and processed in a manner which
will permit preparation of financial statements, reports and data
for purposes of internal, public and regulatory reporting. Such
statements, reports and data must be in a form sufficient to
reflect accurately and fairly the results of transactions entered
into by the Company and to permit proper accountability for
assets.


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E.   Responsibility

The implementation and maintenance of internal accounting
controls, procedures and records that are adequate in all
respects to satisfy the requirement of this policy will be the
primary responsibility of the Vice President of Finance of the
Company, subject to the authority of the Audit Committee.

PROCEDURES:

The Company will continuously evaluate its internal accounting
controls, procedures and records to ensure compliance with the
requirements of this policy. Such evaluation will be documented
in a form suitable for inspection by the Audit Committee and by
outside parties, such as outside auditors and regulatory
authorities.

The Company will take necessary action to remedy any deficiency
in internal accounting controls, procedures and records to ensure
continuing compliance with the requirements of this policy.

The Audit Committee will ascertain that its audit scope,
procedures and programs are adequate (i) for the purpose of
testing and evaluating internal accounting controls, procedures
and records and (ii) for complete reporting of exceptions to the
requirements of this policy.

On or before March 31 of each year, the Company's audit firm will
prepare a written summary applicable to the preceding fiscal year
which sets forth its evaluation of internal accounting controls,
procedures and records in relation to the requirements of this
policy. For exceptions noted in the evaluation, remedial action
in progress or contemplated will be set forth in the summary. The
summary will be addressed to the Audit Committee.



     APPROVED:                Board of Directors
                              December 11, 2003


                               16
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                     BAYCORP HOLDINGS, LTD.
                    CODE OF BUSINESS CONDUCT

 Insider Trading and Disclosure of Nonpublic Information Policy
                        Corporate Policy
                          December 2003

PURPOSE:

The purpose of this policy is to establish consistent guidelines
for contacts with investors as well as for compliance with United
States federal statutes and regulations of the SEC regarding
trading the Company's and other securities and the use and public
disclosure of inside information.

DISCUSSION:

The SEC, implementing various United States federal statutes, and
AMEX have promulgated various regulations regarding the use and
public disclosure of corporate inside information. The purpose of
such regulations is to protect the interests of shareholders by
providing them with prompt and complete information about
significant corporate developments which might affect the value
of their investments and to assure that insiders do not profit
from information not available to the investing public.

In general, it is a violation of United States federal securities
Laws for any person to buy or sell securities if he or she is in
possession of material inside information relating to those
securities. Generally, information is "material" if it could
affect a person's decision whether to buy, sell or hold the
securities.  (The term "material" is more fully defined in Policy
Section B of this policy). Information is "inside information" if
it has not been publicly disclosed. Inside information (including
information about companies other than the Company obtained as a
result of working for the Company) does not belong to the
Employees, Officers or Directors who may handle it or otherwise
become knowledgeable about it, but instead it is an asset of the
Company. A person who uses such information for personal benefit
or discloses it to others outside the Company violates the
Company's interests and commits a fraud against members of the
investing public and against the Company.

A violation of the United States federal insider trading Laws can
expose  the  insider to criminal fines of up to three  times  the
profits earned (or losses avoided) and imprisonment for up to ten
years,  in  addition to civil penalties of up to three times  the
profits  earned (or losses avoided), and injunctive actions.  The
securities  Laws  also  provide for civil penalties  for  illegal
insider  trading  by  controlling  persons.  Controlling  persons
include the Company and may also include Directors, Officers  and
Management.  These  persons may be subject to  fines  up  to  the
greater  of  $1,000,000  or three times the  profits  earned  (or
losses avoided) by the inside trader.


                               17

POLICY:

A.   General Disclosure Policy.  Employees, Officers and
     Directors from time to time will know or have access to
     information about the Company that is important from an
     investment standpoint but not generally known by the public.
     At such times, federal and state securities Laws not only
     prohibit trading in the Company's securities but also
     regulate the persons to whom and the manner in which this
     nonpublic information can be disseminated.  It is the
     Company's policy to make prompt and complete disclosure of
     material information to the public when and as required by
     the rules of the SEC. Determinations regarding "materiality"
     involves subjective judgments; therefore questions of
     materiality will be determined by the CEO or the Board.

B.   Material Nonpublic Information.  In general, information is
     "material" if it would affect a reasonable investor's
     decision to purchase, hold or sell the Company's stock or
     securities. In most cases, information, positive or
     negative, concerning the following events relating to the
     Company or its subsidiaries should be presumed to be
     "material":

          -Changes in previously disclosed financial information.
          -Declaration of stock splits and stock dividends.
          -Mergers, acquisitions or takeovers.
          -Proposed issuances of new securities.
          -Significant changes in operations.
          -The execution of a significant new contract.
          -Significant new products to be introduced.
          -Extraordinary borrowings.
          -Major litigation.
          -Financial liquidity problem.
          -Significant changes in management.
          -The purchase or sale of substantial assets.

C.   Trading While in Possession of Nonpublic Information.

     1.   Nondisclosure. Material inside information must not be
          disclosed to anyone other than persons within the Company whose
          positions require them to know it until it has been publicly
          released by the Company.

     2.   Trading in Other Securities. No Employee, Officer or
          Director shall place a purchase or sale order, or recommend that
          another person place a purchase or sale order, in the securities
          of another company (or related derivative securities, such as put
          or call options) if the Employee, Officer or Director learns in
          the course of his or her employment confidential information
          about the other company that is likely to affect the value of
          those securities. For example, it would be a violation of the
          securities Laws if an Employee, Officer or Director learned
          through Company sources that the Company intended to purchase
          assets from another company, and then bought or sold stock in
          that other company because of the likely increase or decrease in
          the value of its securities.


                               18
     <Page>


     3.   Persons Subject to Guidelines. These guidelines apply
          to all Employees, Officers and Directors of the
          Company.

     4.   Restrictions.   Employees, Officers, Directors,
          members of their immediate family, and persons residing
          with them cannot buy or sell Company stock, debentures,
          warrants or other securities:

          -  When they know of material information about the
             Company or its subsidiaries that would be important
             to an investor but has not been disclosed to the
             public at large.

          -  For a period ending after the close of trading on
             the second full business day after the material
             information has been released to the public. This
             two-business day period allows the information to
             be fully disseminated to the public.

          -  For the period (the "Quarterly Black-Out Period")
             beginning 10 business days prior to the end of each
             fiscal quarter through the close of trading on the
             second full business day after release of the
             quarter's operating results to the public. The
             Quarterly Black-Out Period is intended to remove
             any appearance of trading based on non-public
             information concerning the financial results.

          -  During any other period (a "Special Black-Out
             Period") when the CEO or General Counsel advises an
             Employee, Officer or Director that he or she cannot
             trade in Company Securities. Notice of a Special
             Black-Out Period may be given, in person,
             telephonically, by telecopy, or by email.  It is
             the responsibility of Employees, Officers and
             Directors to check their email regarding a Special
             Black-Out Period.

               The insider trading prohibitions also apply to
          trading in options, such as put and call options.
          Options trading is highly speculative and very risky.
          Under federal law, Directors and Officers may not sell
          short.  People who buy options are betting that the
          stock price will move rapidly.  Selling a security
          "short" is also a highly speculative transaction
          wherein the trader sells stock that he does not yet own
          betting that the stock price will go down in the
          immediate future so that the trader may purchase the
          stock at the lower price and deliver such stock to the
          buyers of the stock he previously sold.  For those
          reasons, when a person trades in options in an
          employer's securities or sells an employer's securities
          "short," regulators will become suspicious that the
          person was trading on the basis of inside information,
          particularly where the trading occurs prior to an
          announcement or major event.  It is difficult for an
          Employee, Officer or Director to prove that he or she
          did not know about the announcement or event.


                               19
<Page>


               These trading limits do not apply to purchases of
          Company stock through a cash exercise of an option
          granted under a Company stock option plan at its stated
          exercise price, or to purchases of Company stock made
          pursuant to a Company stock bonus plan as a result of
          previously authorized payroll deductions. If an
          Employee, Officer or Director is permitted in the
          future to engage in cashless option exercises (whether
          done as a swap transaction or broker loan transactions)
          it will be subject to this policy because the value of
          the shares tendered in a swap or sold pursuant to a
          broker loan is determined by the market price on the
          date of exercise. The sale of stock acquired upon any
          option exercise is, of course, subject to these trading
          limitations.  Transactions that may be necessary or
          justifiable for independent reasons (such as the need
          to raise money for an emergency expenditure) are no
          exception.

D.   Persons To Whom You May Disseminate Information.   Material
     nonpublic information may be provided to certain persons
     affiliated or doing business with the Company, but only to
     the extent relevant to such person's relationship to the
     Company and reasonably necessary under the circumstances.
     These persons can be classified as one of the following:

       -   An Officer, Director or Employee of the Company.

       -   An attorney, accountant, commercial banker,
           investment banker or consultant employed by the
           Company.

       -   A person or a representative from any company engaged
           in, or negotiating to engage in, a business
           transaction with the Company, that has executed a
           confidentiality agreement.

     If any doubt exists about the propriety of disclosing
     information to any of the foregoing, or about what may be
     disclosed, an Employee, Officer or Director should contact
     the CEO, COO, or General Counsel.  Whenever any doubt
     exists, the presumption should be against trading in the
     Company's common stock by any Employee, Officer or Director
     in the possession of inside information until approval has
     been sought through appropriate channels.

E.   No "Tipping" of Material, Nonpublic Information.  It also is
     illegal under the federal securities laws to privately
     disclose or "tip" material nonpublic information to another
     person who subsequently uses that information to trade in
     the Company's stock or securities or otherwise to profit. To
     reduce the chances of inadvertent tipping, nonpublic
     information that might be considered material should never
     be discussed with any person outside the Company.  Penalties
     will apply whether or not you derive any direct benefit from
     another's actions.

     It is also improper for an Officer, Director or Employee to
     make a trade in the Company's stock immediately before or
     after the Company has made a public announcement of material
     information, including quarterly or annual earnings
     releases.  Because the Company's shareholders 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 until the third business day
     after the


                               20
     <Page>


     information has been released.  A longer delay may be
     appropriate when a complex transaction is involved or a
     material change in the Company's earnings has occurred.

F.   Responding to Questions or Comments From Other Outsiders.
     If a person who is not affiliated with the Company asks
     questions relating to, or makes comments regarding, material
     nonpublic information, an Employee, Officer or Director is
     to respond by stating that he or she has no comment.
     Caution must especially be used when receiving inquiries
     from securities analysts, companies in the same business and
     members of the press.  All such inquiries should be referred
     to the CEO or COO.

G.   Questions.  If a question arises regarding whether
     particular information should be classified as material
     nonpublic information, or whether it is appropriate to
     discuss particular matters with particular individuals,
     please contact the CEO, COO, or General Counsel.  Remember,
     however, the ultimate responsibility for adhering to this
     insider trading policy and avoiding improper transactions
     rests with each Employee, Officer or Director.

H.   Penalties.  Failure to follow the Policies on insider
     trading and the dissemination of material information will
     be grounds for immediate dismissal. In addition, you could
     be subject to (i) action by the SEC for criminal and severe
     monetary penalties and (ii) actions by private investors for
     damages. The duty to safeguard the Company's material
     nonpublic information continues after an Employee, Officer
     or Director is no longer associated with the Company.

I.   Equal Access. No preferential treatment will be given to any
     shareholder, potential investor or security analyst;
     therefore, the release to any such person of any material
     financial or operating data relating to the Company must be
     available to all such persons.

J.   Forecasts. Revenue and profit trends may be forecasted in
     general terms. It is the Company's policy, however not to
     make any specific public projections of future operating
     results.

K.   Authority to Release. No financial data regarding the
     Company will be released to the public except as authorized,
     specifically or generally, by the CEO.

L.   Analysts. Due to the sensitive nature of investor relations
     and federal regulations relating thereto, all interviews
     with shareholders, potential investors and security analysts
     must be coordinated through the CEO or COO.

M.   Transfers to Company. As used in this policy, the term
     "trading" and variations thereof do not include sales or other
     transfers of stock to the Company.


                               21
<Page>


PROCEDURES:

A.   Each Officer and Director must notify the Company prior to
     purchasing or selling any securities of the Company.

B.   When leaks of material information are suspected, rumored or
     discovered, the fact must be reported immediately to the CEO
     or a member of the Audit Committee.



     APPROVED:                Board of Directors
                              December 11, 2003


                               22
<Page>

                     BAYCORP HOLDINGS, LTD.
                    CODE OF BUSINESS CONDUCT

                       Commercial Bribery
                        Corporate Policy
                          December 2003

PURPOSE:

The purpose of this policy is to prohibit the payment or transfer
of Company funds or assets to suppliers or customers in the form
of bribes, kickbacks or other payoffs and prohibiting Employees,
Officers and Directors from participating in such schemes.

POLICY:

The  Company  prohibits commercial bribes,  kickbacks  and  other
similar payoffs and benefits paid to suppliers or customers.

The Company also prohibits Employees, Officers and Directors from
receiving, directly or indirectly, anything of a significant
value (other than salary, wages or other ordinary compensation)
in connection with a transaction entered into by the Company.

Bribery  of suppliers or customers includes any payment  for  the
benefit  of  any representative of the supplier or  customer.  It
includes:

     (a)  Gifts of other than nominal value.

     (b)  Cash payments by Employees, Officers, Directors or
          third persons, such as agents or consultants, who are
          reimbursed by the Company.

     (c)  The uncompensated use of Company services, facilities
          or property except as may be authorized by the Company.

     (d)  Loans, loan guarantees or other extensions of credit
          (except from lending institutions at prevailing rates).

This policy does not prohibit expenditures of nominal amounts for
meals and entertainment of suppliers and customers that are an
ordinary and customary business expense, if they are otherwise
lawful. These expenditures should be included on expense reports
and approved under standard Company procedures.

If an unsolicited gift exceeding a value of $50.00 or cash of any
amount is received, the gift should be returned with a polite
note explaining the Company policy.  If the gift consists of
perishable goods, these goods should be donated to a charitable
organization.  You should inform the CEO or a member of the Audit
Committee that you have received any such gift.



     APPROVED:                Board of Directors
                              December 11, 2003


                               23
<Page>


                     BAYCORP HOLDINGS, LTD.
                    CODE OF BUSINESS CONDUCT

       Information of a Confidential or Proprietary Nature
                        Corporate Policy
                          December 2003

PURPOSE:

To   establish   Company  policy  prohibiting  the   unauthorized
disclosure of confidential or proprietary information  about  the
Company or its customers.

POLICY:

In  carrying out the Company's business, Employees, Officers  and
Directors  often  learn  confidential or proprietary  information
about the Company or its customers.

Certain Employees, Officers and Directors are required to sign at
the time of employment a proprietary information agreement that
restricts disclosure of proprietary, trade secret and certain
other information about the Company and its customers.

No Employee, Officer or Director entrusted with or otherwise
knowledgeable about information of a confidential or proprietary
nature shall disclose that information outside the Company,
either during or after employment, without Company authorization
to do so. Such disclosure could be harmful to the Company or
helpful to a competitor.

The Company also works with customers' data of a proprietary
nature. The trust imposed is one of the highest, one that must be
discharged with the greatest care for the Company to merit the
continued confidence of its customers. No Employee, Officer or
Director shall disclose confidential or proprietary information
owned by someone other than the Company to non-Employees,
Officers or Directors without Company authorization, nor shall
any Employee, Officer or Director disclose the information to
other Employees, Officers or Directors unless a need-to-know
basis is established.



     APPROVED:                Board of Directors
                              December 11, 2003


                               24
<Page>


                     BAYCORP HOLDINGS, LTD.
                    CODE OF BUSINESS CONDUCT

                     Political Contributions
                        Corporate Policy
                          December 2003

PURPOSE:

The Company encourages participation in the political process by
its Employees, Officers and Directors. The United States federal
government, some states and some other countries have, however,
enacted Laws regulating campaign contributions in order to limit
the political influence of certain types of contributors, such as
corporations. Accordingly, the purpose of this policy is to
require compliance with such Laws by the Company and its
Employees, Officers and Directors by setting forth certain rules
regarding Company and Employee, Officer and Director
contributions to political candidates and participation in
political campaigns.

POLICY:

The Company believes strongly in the democratic political process
and that its Employees, Officers and Directors should take an
active interest in fostering principles of good government in the
nations, states and communities in which they live. No Employee,
Officer or Director shall apply any pressure, direct or implied,
on any other Employee, Officer or Director that infringes upon an
individual's right to decide whether, to whom and in what amount
a personal political contribution is to be made.

Employees, Officers and Directors who represent the Company in
political and governmental matters must comply with all Laws that
regulate corporate participation in public affairs. Under various
statutes, certain conduct, which is permitted and encouraged for
individuals, is prohibited on the part of corporations. It is the
Company's policy to comply fully with these prohibitions.

The Company is legally prohibited from contributing directly or
indirectly in support of political candidates for elective
federal office in the United States and is similarly prohibited
from making such contributions in certain states and other
countries. Indirect expenditures on behalf of a candidate may be
considered contributions in this regard.

No political contribution of Company funds, property or services
can be made by the Company, or in the name of the Company, except
in accordance with a plan approved by the Board. Such approval is
subject to assurance by the General Counsel that such
contribution is legal and proper under applicable Laws and
regulations.

When permitted by Law and authorized by the Board, Company funds
and facilities may be used to provide the needed administrative
support for the operation of a political action committee or
program, the purposes of which include the disbursement of
financial contributions made by certain Employees, Officers,
Directors, stockholders and/or others to political


                               25
<Page>


parties or candidates. No Company funds, facilities or other
property will be used for other than administrative support of
such a committee.

When permitted by Law, and authorized by appropriate Management,
expenditures of Company funds may be made to inform or influence
the voting public on an issue of importance to the business of
the Company and its stockholders.

PROCEDURE:

If an Employee, Officer or Director is requested to make a
political contribution or to provide assistance on behalf of the
Company, whether personal or corporate, and such Employee,
Officer or Director has any questions regarding this policy or
applicable Law, the Employee, Officer or Director should contact
the CEO or a member of the Audit Committee.



     APPROVED:                Board of Directors
                              December 11, 2003


                               26
<Page>


                     BAYCORP HOLDINGS, LTD.
                    CODE OF BUSINESS CONDUCT

            Defalcation, Misappropriation and Similar
         Irregularities (Fraud) Procedures, and Records
                        Corporate Policy
                          December 2003

PURPOSE:

The purpose of this policy is to establish and communicate
Company policy regarding the prohibition, recognition, reporting
and investigation of suspected defalcation, misappropriation and
similar irregularities.

DEFINITIONS:

The  term  "Fraud" as used in this policy includes,  but  is  not
limited    to,    defalcation,   misappropriation    and    other
irregularities including such things as:

     (a)  any dishonest or fraudulent act;
     (b)  forgery or alteration of negotiable instruments such as
          Company checks and drafts;
     (c)  any  conversion  to  personal use of cash,  securities,
          supplies or any other Company asset;
     (d)  any  unauthorized  handling  or  reporting  of  Company
          transactions; and
     (e)  any  falsification  of  Company  records  or  financial
          statements for personal or other reasons.

The above list is not all-inclusive but is intended to be
representative of fraudulent situations. Fraud may be perpetrated
not only by Company Employees, Officers and Directors but by
agents and other outside parties as well. All such situations
require specific action by the Company.

POLICY:

It is the Company's Policy to prohibit all Fraud.  The
responsibility for detecting Fraud in the Company is that of
Management. The CEO of the Company bears the primary
responsibility.  All incidents involving actual or suspected
Fraud shall be reported to the Company's CEO or a member of the
Audit Committee.



     APPROVED:                     Board of Directors
                                   December 11, 2003


                               27
<Page>


                     BAYCORP HOLDINGS, LTD.
                    CODE OF BUSINESS CONDUCT

                        Sexual Harassment
                        Corporate Policy
                          December 2003

PURPOSE:

The purpose of this policy is to establish and communicate the
Company's Policy prohibiting sexual harassment and the procedures
for addressing such conduct for the Company's U.S. operations.

POLICY:

With respect to operations governed by United States Law, it is
the policy of the Company that all Employees, Officers and
Directors without regard to gender, should be allowed to enjoy a
work environment free from sexual harassment. All reports of
alleged sexual harassment will be promptly and thoroughly
investigated. All information will be held in strict confidence
and will be disclosed only on a need-to-know basis. The Company
will not permit retaliation against any Employee, Officer or
Director because that Employee, Officer or Director has
participated in the filing or investigation of a complaint of
sexual harassment. Any person found to have engaged in sexual
harassment or to have engaged in retaliation shall be subject to
disciplinary action, as the situation warrants, up to and
including immediate termination.

Each Employee, Officer or Director has a responsibility to
maintain a workplace free of sexual harassment. This duty
includes discussing this policy with all subordinate Employees
and assuring them that they need not endure any form of sexual
harassment.

DEFINITION:

Unwelcome sexual advances, requests for sexual favors and other
verbal or physical conduct of a sexual nature constitutes sexual
harassment when: (i) submission to such conduct is made either
explicitly or implicitly a term or condition of an individual's
employment, (ii) submission to or rejection of such conduct by an
individual is used as a basis for employment decisions affecting
such individual, or (iii) such conduct has the purpose or effect
of unreasonably interfering with an individual work performance
or creating an intimidating, hostile or offensive working
environment.

PROCEDURES:

Reports of alleged sexual harassment should be made and will be
handled in accordance with the following procedures. All
information will be handled in a confidential manner, except to
the extent necessary to conduct a proper investigation. If the
investigation substantiates that the complaint is valid,
immediate corrective action designed to stop the sexual
harassment and prevent its recurrence will be taken. Such
corrective action shall include disciplinary action, as the
situation warrants, up to and including immediate termination.


                               28
<Page>


Any  person who believes he or she has been or is being  sexually
harassed  should report the incident to such person's supervisor,
CEO  or  any other Officer. An Employee, Officer or Director  who
believes  sexual  harassment has occurred or is occurring  should
report such conduct to one of the above persons regardless of the
position   of  the  offending  person  (e.g.  Officer,   manager,
supervisor, fellow Employee, customer, etc.). Any supervisor  who
receives  a  complaint  of  sexual  harassment  shall  report  it
immediately to the CEO.

All reports of alleged sexual harassment will be promptly and
thoroughly investigated. An Employee, Officer or Director who
believes he or she has been or is being subjected to sexual
harassment, or who believes he or she has observed sexual
harassment, and who reports the matter pursuant to this policy
shall not be retaliated against or adversely treated, with
respect to the terms and conditions of employment, because of the
making of the report.



     APPROVED:                Board of Directors
                              December 11, 2003


                               29

<Page>


                     BAYCORP HOLDINGS, LTD.

                   RECEIPT AND ACKNOWLEDGMENT

I  acknowledge  receipt of a copy of the BayCorp  Holdings,  Ltd.
("Company") Code of Business Conduct (the "Code"), dated December
2003. I further acknowledge that:

          (a)   The Code has been adopted as the official  policy
          of the Company by its Board.

          (b)  It is my responsibility to comply fully with the
          Code in all of my activities on behalf of the Company.

          (c)  This Corporate Code of Conduct is not a contract
          guaranteeing me employment for any specific period of
          time and violations of ethical and legal standards are
          grounds for disciplinary action up to and including
          discharge and possible legal prosecution.




---------------------------   -------------------------
Date                          Signature




------------------------------------------------------------
Printed name and title



---------------------------------
Office telephone number


                               30
<Page>


                     BAYCORP HOLDINGS, LTD.

         CONFLICTS OF INTEREST COMPLIANCE CERTIFICATION

                              2OO3

I have received and reviewed the BayCorp Holdings, Ltd. Policies
and Procedures on Conflicts of Interest contained in the BayCorp
Holdings, Ltd. Code of Business Conduct, and I understand it. I
certify to the best of my knowledge and belief, unless otherwise
indicated below, I have not committed any violation of this
policy nor do I have knowledge of any such violation.

(CHECK APPROPRIATELY)

------    My signature below indicates my compliance.

------    I wish to report a matter which I believe may be a
          violation of the policy on Conflicts of Interest. I
          have attached a separate sheet describing the suspected
          violation(s).


------------------------------
Signature



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Date



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Name (Please print)



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Position


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