COMMUNICATION INTELLIGENCE CORPORATION

                       CODE OF BUSINESS CONDUCT AND ETHICS

Introduction.

     We are committed to maintaining the highest standards of honest and ethical
business  conduct  ,  including  ensuring  full,  fair,  accurate,   timely  and
understandable disclosures in our public documents and reports,  compliance with
applicable laws, prompt internal  reporting of violations of these standards and
accountability  for adherence to these standards.  This Code of Business Conduct
and Ethics (the "Code")  reflects  the  business  practices  and  principles  of
behavior that support this  commitment.  We expect every  employee,  officer and
director to read, understand and comply with the Code and its application to the
performance of his or her business  responsibilities.  References in the Code to
employees are intended to cover officers and, as applicable, directors, managers
and supervisors as well as employees.

     Officers,  managers  and other  supervisors  are  expected  to  develop  in
employees a sense of  commitment  to the spirit,  as well as the letter,  of the
Code.  Supervisors  are also expected to ensure that all agents and  contractors
conform  to Code  standards  when  working  for or on  behalf  of  Communication
Intelligence  Corporation.  Nothing in the Code  alters the  employment  at-will
policy of Communication Intelligence Corporation.

     The Code cannot  possibly  describe every practice or principle  related to
honest and ethical  conduct.  The Code  addresses  conduct that is  particularly
important to proper dealings with the people and entities with whom we interact,
but reflects only a part of our commitment. The following additional policies of
Communication Intelligence Corporation supplement or amplify the Code in certain
areas and should be read in conjunction with the Code:

     Action by members of your  immediate  family,  significant  others or other
persons who live in your household also may potentially result in ethical issues
to the extent that they involve Communication Intelligence Corporation business.
For example,  acceptance of  inappropriate  gifts by a family member from one of
our suppliers could create a conflict of interest and result in a Code violation
attributable  to you.  Consequently,  in  complying  with the Code,  you  should
consider  not only  your own  conduct,  but also that of your  immediate  family
members, significant others and other persons who live in your household.


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     The integrity  and  reputation of  Communication  Intelligence  Corporation
depends on the honesty, fairness and integrity brought to the job by each person
associated  with us. It is the  responsibility  of each employee to apply common
sense,  together  with his or her own highest  personal  ethical  standards,  in
making  business  decisions  where  there is no  stated  guideline  in the Code.
Unyielding personal integrity is the foundation of corporate integrity.

     YOU SHOULD NOT  HESITATE  TO ASK  QUESTIONS  ABOUT  WHETHER ANY CONDUCT MAY
VIOLATE THE CODE, VOICE CONCERNS OR CLARIFY GRAY AREAS. SECTION 16 BELOW DETAILS
THE COMPLIANCE  RESOURCES AVAILABLE TO YOU. IN ADDITION,  YOU SHOULD BE ALERT TO
POSSIBLE  VIOLATIONS  OF THE CODE BY OTHERS  AND  REPORT  SUSPECTED  VIOLATIONS,
WITHOUT  FEAR OF ANY FORM OF  RETALIATION,  AS FURTHER  DESCRIBED IN SECTION 16.
Violations  of the Code will not be  tolerated.  Any  employee  who violates the
standards in the Code may be subject to disciplinary action, up to and including
termination  of  employment  and, in  appropriate  cases,  civil legal action or
referral for criminal prosecution.

1.   Legal Compliance.

     Obeying the law,  both in letter and in spirit,  is the  foundation of this
Code. Our success depends upon each employee's operating within legal guidelines
and  cooperating  with local,  national  and  international  authorities.  It is
therefore  essential that you  understand the legal and regulatory  requirements
applicable  to your  business  unit and  area of  responsibility.  We will  send
employees to periodic training sessions to ensure that all employees comply with
the relevant  laws,  rules and  regulations  associated  with their  employment,
including  laws  prohibiting  insider  trading  (which are  discussed in further
detail in Section 4 below).  While we do not expect you to memorize every detail
of these laws, rules and  regulations,  we want you to be able to determine when
to seek  advice  from  others.  If you do have a  question  in the area of legal
compliance,  it is  important  that you not  hesitate to seek  answers from your
supervisor or the Corporate Responsibility Officer (see Section 16).

     Disregard  of the law will  not be  tolerated.  Violation  of  domestic  or
foreign  laws,  rules and  regulations  may  subject  an  individual  as well as
Communication  Intelligence  Corporation to civil and/or criminal penalties. You
should be aware that  conduct  and  records,  including  emails,  are subject to
internal and external audits and to discovery by third parties in the event of a
government investigation or civil litigation. It is in everyone's best interests
to know and comply with our legal and ethical obligations.

2.   Misuse of Company Computer Equipment

     You  may  not,  while  acting  on  behalf  of  Communication   Intelligence
Corporation.  or while  using  our  computing  or  communications  equipment  or
facilities, either:


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o    access the  internal  computer  system (also known as  "hacking")  or other
     resource of another entity without express written  authorization  from the
     entity responsible for operating that resource; or

o    commit any unlawful or illegal act,  including  harassment,  libel,  fraud,
     sending of  unsolicited  bulk email (also known as "spam") in  violation of
     applicable law, trafficking in contraband of any kind, or espionage.

     If you receive  authorization to access another entity's  internal computer
system or other resource, you must make a permanent record of that authorization
so that it may be  retrieved  for  future  reference  and you may not exceed the
scope of that authorization.

     Unsolicited bulk email is regulated by law in a number of jurisdictions. If
you intend to send  unsolicited  bulk email to persons outside of  Communication
Intelligence  Corporation,  either  while  acting  on our  behalf  or using  our
computing or  communications  equipment or  facilities,  you should contact your
supervisor or the Corporate Responsibility Officer for approval.

     All  data   residing  on  or   transmitted   through  our   computing   and
communications facilities, including email and word processing documents, is the
property of  Communication  Intelligence  Corporation and subject to inspection,
retention and review by  Communication  Intelligence  Corporation  in accordance
with applicable law.

3.   Environment Compliance

     Federal  law  imposes  criminal  liability  on any person or  company  that
contaminates  the  environment  with any  hazardous  substance  that could cause
injury to the community or environment. Violation of environmental laws can be a
criminal  offense and can involve  monetary  fines and  imprisonment.  We expect
employees to comply with all applicable environmental laws.

     It is our policy to conduct our business in an environmentally  responsible
way that minimizes environmental impacts. We are committed to minimizing and, if
possible,  eliminating  the use of any  substance  or  material  that may  cause
environmental  damage,  reducing  waste  generation  and  disposing of all waste
through  safe  and  responsible  methods,   minimizing  environmental  risks  by
employing  safe  technologies  and operating  procedures,  and being prepared to
respond appropriately to accidents and emergencies.

4.   Insider Trading.

     Employees who have access to confidential (or "inside") information are not
permitted to use or share that information for stock trading purposes or for any
other purpose except to conduct our business.  All non-public  information about


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Communication  Intelligence  Corporation  or about  companies  with  which we do
business is  considered  confidential  information.  To use material  non-public
information in connection with buying or selling securities, including "tipping"
others who might make an investment  decision on the basis of this  information,
is not only  unethical,  it is illegal.  Employees must exercise the utmost care
when handling  material inside  information.  We have adopted a separate Insider
Trading  and  Tipping  Policy  to which  you are  bound as a  condition  of your
employment  here. You should consult the Insider  Trading and Tipping Policy for
more specific information on the definition of "material inside information" and
on buying and selling our securities or securities of companies with which we do
business.

5.   International Business Laws.

     Our  employees  are  expected  to comply  with the  applicable  laws in all
countries to which they travel,  in which they operate and where we otherwise do
business,  including  laws  prohibiting  bribery,  corruption  or the conduct of
business with specified  individuals,  companies or countries.  The fact that in
some countries  certain laws are not enforced or that violation of those laws is
not  subject  to  public  criticism  will  not  be  accepted  as an  excuse  for
noncompliance.  In addition, we expect employees to comply with U.S. laws, rules
and  regulations   governing  the  conduct  of  business  by  its  citizens  and
corporations outside the U.S.

     These U.S. laws, rules and regulations,  which extend to all our activities
outside the U.S., include:

o    The Foreign Corrupt  Practices Act, which prohibits  directly or indirectly
     giving  anything  of value to a  government  official  to  obtain or retain
     business or favorable  treatment,  and requires the maintenance of accurate
     books of account, with all company transactions being properly recorded;

o    U.S. Embargoes, which restrict or, in some cases, prohibit companies, their
     subsidiaries  and their  employees  from doing  business with certain other
     countries  identified  on  a  list  that  changes  periodically  (including
     currently,  for example,  Angola  (partial),  Burma (partial),  Cuba, Iran,
     Iraq,  Libya,  North  Korea,  Sudan and  Syria) or  specific  companies  or
     individuals;

o    Export Controls,  which restrict travel to designated countries or prohibit
     or restrict the export of goods,  services  and  technology  to  designated
     countries,  denied  persons  or  denied  entities  from  the  U.S.,  or the
     re-export of U.S. origin goods from the country of original  destination to
     such designated countries, denied companies or denied entities; and

o    Antiboycott  Compliance,  which  prohibits  U.S.  companies from taking any
     action that has the effect of furthering or supporting a restrictive  trade
     practice  or boycott  that is  fostered  or  imposed  by a foreign  country
     against a country friendly to the U.S. or against any U.S. person.

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     If  you  have a  question  as to  whether  an  activity  is  restricted  or
prohibited,  seek  assistance  before  taking any action,  including  giving any
verbal assurances that might be regulated by international laws.

6.   Conflicts of Interest.

     A "conflict of interest" occurs when an individual's  personal interest may
interfere  in any way  with the  performance  of his or her  duties  or the best
interests of  Communication  Intelligence  Corporation.  A conflicting  personal
interest  could result from an expectation of personal gain now or in the future
or from a need to satisfy a prior or concurrent personal  obligation.  We expect
our employees to be free from  influences  that conflict with the best interests
of Communication Intelligence Corporation.  Even the appearance of a conflict of
interest  where none  actually  exists can be  damaging  and should be  avoided.
Whether  or not a conflict  of  interest  exists or will  exist can be  unclear.
Conflicts of interest are prohibited unless specifically authorized as described
below.

     If you have any questions about a potential conflict or if you become aware
of an actual or  potential  conflict,  and you are not an officer or director of
Communication Intelligence Corporation., you should discuss the matter with your
supervisor  or the  Corporate  Responsibility  Officer (as further  described in
Section 16).  Supervisors may not authorize conflict of interest matters without
first  seeking the approval of the Corporate  Responsibility  Officer and filing
with  the  Corporate   Responsibility  Officer  a  written  description  of  the
authorized  activity.  If the  supervisor is involved in the potential or actual
conflict,   you  should   discuss  the  matter   directly   with  the  Corporate
Responsibility  Officer.  Officers and directors may seek authorization from the
Audit  Committee.  Factors  that may be  considered  in  evaluating  a potential
conflict of interest are, among others:

o    whether   it  may   interfere   with  the   employee's   job   performance,
     responsibilities or morale;

o    whether the employee has access to confidential information;

o    whether it may  interfere  with the job  performance,  responsibilities  or
     morale of others within the organization;

o    any potential adverse or beneficial impact on our business;

o    any potential adverse or beneficial  impact on our  relationships  with our
     customers or suppliers or other service providers;

o    whether it would enhance or support a competitor's position;

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o    the extent to which it would result in financial or other  benefit  (direct
     or indirect) to the employee;

o    the extent to which it would result in financial or other  benefit  (direct
     or indirect) to one of our customers, suppliers or other service providers;
     and

o    the extent to which it would appear improper to an outside observer.

     The following are examples of situations  that may,  depending on the facts
and circumstances, involve conflicts of interests:

o    Employment  by  (including  consulting  for) or  service  on the board of a
     competitor,  customer or supplier or other service provider.  Activity that
     enhances or supports  the  position of a  competitor  to the  detriment  of
     Communication Intelligence Corporation is prohibited,  including employment
     by or service on the board of a competitor. Employment by or service on the
     board of a customer  or  supplier or other  service  provider is  generally
     discouraged and you must seek  authorization in advance if you plan to take
     such action.

o    Owning,  directly or indirectly,  a significant  financial  interest in any
     entity that does  business,  seeks to do  business or competes  with us. In
     addition to the factors described above,  persons evaluating  ownership for
     conflicts of interest will consider the size and nature of the  investment;
     the nature of the relationship  between the other entity and  Communication
     Intelligence Corporation; the employee's access to confidential information
     and  the  employee's  ability  to  influence   Communication   Intelligence
     Corporation decisions. If you would like to acquire a financial interest of
     that kind, you must seek approval in advance.

o    Soliciting or accepting gifts, favors, loans or preferential treatment from
     any person or entity that does  business  or seeks to do business  with us.
     See Section 10 for further  discussion of the issues  involved in this type
     of conflict.

o    Soliciting contributions to any charity or for any political candidate from
     any person or entity that does business or seeks to do business with us.

o    Taking  personal  advantage of corporate  opportunities.  See Section 7 for
     further discussion of the issues involved in this type of conflict.

o    Moonlighting without permission.

o    Conducting our business  transactions with your family member,  significant
     other or person who shares your household or a business in which you have a
     significant  financial  interest.   Material   related-party   transactions
     approved by the Audit  Committee and  involving  any  executive  officer or
     director  will be publicly  disclosed  as required by  applicable  laws and
     regulations.

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<PAGE>

o    Exercising  supervisory  or other  authority  on  behalf  of  Communication
     Intelligence  Corporation over a co-worker who is also a family member. The
     employee's  supervisor  and/or the  Corporate  Responsibility  Officer will
     consult with the Human Resources  department to assess the  advisability of
     reassignment.

     Loans to, or  guarantees  of  obligations  of,  employees  or their  family
members by Communication  Intelligence  Corporation could constitute an improper
personal  benefit to the recipients of these loans or  guarantees,  depending on
the facts and  circumstances.  Some loans are  expressly  prohibited  by law and
applicable  law  requires  that our  Board of  Directors  approve  all loans and
guarantees  to  employees.  As a  result,  all  loans  and  guarantees  by or to
Communication  Intelligence Corporation must be approved in advance by the Audit
Committee.

7.   Corporate Opportunities.

     You may not take personal  advantage of opportunities that are presented to
you or  discovered  by you as a result of your  position with us or through your
use of corporate property or information,  unless authorized by your supervisor,
the Corporate  Responsibility  Officer or the Audit  Committee,  as described in
Section  6.  Even  opportunities  that  are  acquired  privately  by you  may be
questionable  if they are related to our existing or proposed lines of business.
Participation in an investment or outside  business  opportunity that is related
to our existing or proposed lines of business must be  pre-approved.  You cannot
use your  position  with us or corporate  property or  information  for improper
personal gain, nor can you compete with us in any way.

8.   Maintenance of Corporate Books, Records, Documents and Accounts;  Financial
     Integrity; Public Reporting.

     The integrity of our records and public disclosure depends on the validity,
accuracy and completeness of the information supporting the entries to our books
of account.  Therefore,  our corporate and business  records should be completed
accurately and honestly. The making of false or misleading entries, whether they
relate to financial results or test results, is strictly prohibited. Our records
serve as a basis for  managing  our  business  and are  important in meeting our
obligations to customers,  suppliers,  creditors, employees and others with whom
we do  business.  As a result,  it is  important  that our  books,  records  and
accounts  accurately  and fairly  reflect,  in  reasonable  detail,  our assets,
liabilities,  revenues,  costs and  expenses,  as well as all  transactions  and
changes in assets and liabilities. We require that:

o    no entry be made in our  books  and  records  that  intentionally  hides or
     disguises the nature of any  transaction or of any of our  liabilities,  or
     misclassifies any transactions as to accounts or accounting periods;

o    transactions be supported by appropriate documentation;

o    the  terms  of  sales  and  other  commercial   transactions  be  reflected
     accurately  in the  documentation  for  those  transactions  and  all  such
     documentation be reflected accurately in our books and records;

o    employees comply with our system of internal controls; and

o    no cash or other assets be maintained  for any purpose in any unrecorded or
     "off-the-books" fund.

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     Our  accounting  records are also  relied  upon to produce  reports for our
management, stockholders and creditors, as well as for governmental agencies. In
particular, we rely upon our accounting and other business and corporate records
in preparing the periodic and current  reports that we file with the SEC.  These
reports must provide full, fair, accurate,  timely and understandable disclosure
and fairly present our financial condition and results of operations.  Employees
who collect,  provide or analyze information for or otherwise  contribute in any
way in preparing or verifying  these  reports  should  strive to ensure that our
financial  disclosure is accurate and  transparent  and that our reports contain
all of the information about Communication  Intelligence  Corporation that would
be  important  to enable  stockholders  and  potential  investors  to assess the
soundness  and risks of our business and finances and the quality and  integrity
of our accounting and disclosures. In addition:

o    no employee may take or authorize any action that would cause our financial
     records or financial  disclosure to fail to comply with generally  accepted
     accounting  principles,  the  rules  and  regulations  of the SEC or  other
     applicable laws, rules and regulations;

o    all employees  must  cooperate  fully with our  Accounting,  as well as our
     independent public accountants and counsel, respond to their questions with
     candor and provide  them with  complete and  accurate  information  to help
     ensure that our books and  records,  as well as our reports  filed with the
     SEC, are accurate and complete; and

o    no employee  should  knowingly make (or cause or encourage any other person
     to make) any false or misleading statement in any of our reports filed with
     the SEC or knowingly  omit (or cause or encourage any other person to omit)
     any  information  necessary  to make the  disclosure  in any of our reports
     accurate in all material respects.

     Any employee who becomes aware of any departure from these  standards has a
responsibility  to report his or her  knowledge  promptly to a  supervisor,  the
Corporate  Responsibility  Officer  or  one of the  other  compliance  resources
described in Section 16.

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9.   Fair Dealing.

     We strive to outperform  our  competition  fairly and honestly.  Advantages
over our  competitors  are to be obtained  through  superior  performance of our
products and  services,  not through  unethical or illegal  business  practices.
Acquiring proprietary information from others through improper means, possessing
trade secret  information  that was improperly  obtained,  or inducing  improper
disclosure of confidential  information from past or present  employees of other
companies  is  prohibited,  even if  motivated  by an  intention  to advance our
interests.  If  information  is obtained by mistake that may  constitute a trade
secret or other confidential information of another business, or if you have any
questions about the legality of proposed information gathering, you must consult
your supervisor or the Corporate Responsibility Officer, as further described in
Section 16.

     You are expected to deal fairly with our  customers,  suppliers,  employees
and anyone else with whom you have contact in the course of performing your job.
No employee may take unfair  advantage of anyone through misuse of  confidential
information,  misrepresentation  of material  facts or any other unfair  dealing
practice.

     Employees  involved in procurement have a special  responsibility to adhere
to  principles of fair  competition  in the purchase of products and services by
selecting suppliers based exclusively on normal commercial considerations,  such
as quality, cost, availability,  service and reputation,  and not on the receipt
of special favors.

10.  Gifts and Entertainment.

     Business  entertainment  and gifts are meant to create  goodwill  and sound
working  relationships  and not to gain  improper  advantage  with  customers or
facilitate  approvals from government  officials.  Unless express  permission is
received from a supervisor,  the Corporate  Responsibility  Officer or the Audit
Committee,  entertainment  and gifts cannot be offered,  provided or accepted by
any employee  unless  consistent with customary  business  practices and not (a)
excessive in value,  (b) in cash, (c)  susceptible of being construed as a bribe
or kickback  or (d) in  violation  of any laws.  This  principle  applies to our
transactions  everywhere  in the  world,  even  where  the  practice  is  widely
considered  "a way of doing  business."  Under some  statutes,  such as the U.S.
Foreign Corrupt Practices Act (further  described in Section 5), giving anything
of value to a  government  official to obtain or retain  business  or  favorable
treatment is a criminal act subject to prosecution and conviction.  Discuss with
your   supervisor   or  the  Corporate   Responsibility   Officer  any  proposed
entertainment or gifts if you are uncertain about their appropriateness.

11.  Antitrust.

     Antitrust laws are designed to protect the competitive process.  These laws
generally prohibit:

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o    agreements,  formal or informal,  with competitors that harm competition or
     customers, including price fixing and allocations of customers, territories
     or contracts;

o    agreements,  formal or informal, that establish or fix the price at which a
     customer may resell a product; and

o    the acquisition or maintenance of a monopoly or attempted  monopoly through
     anti-competitive conduct.

     Certain kinds of  information,  such as pricing,  production and inventory,
should not be exchanged with  competitors,  regardless of how innocent or casual
the exchange may be and regardless of the setting, whether business or social.

     Understanding the requirements of antitrust and unfair  competition laws of
the various  jurisdictions  where we do business can be  difficult,  and you are
urged to seek assistance  from your  supervisor or the Corporate  Responsibility
Officer whenever you have a question relating to these laws.

12.  Protection and Proper Use of Company Assets.

     All employees are expected to protect our assets and ensure their efficient
use. Theft,  carelessness  and waste have a direct impact on our  profitability.
Our property,  such as laboratory equipment,  office equipment,  office supplies
and computer  equipment,  are expected to be used only for  legitimate  business
purposes, although incidental personal use may be permitted. Employees should be
mindful  of the fact that we retain  the right to access,  review,  monitor  and
disclose any  information  transmitted,  received or stored using our electronic
equipment, with or without an employee's or third party's knowledge,  consent or
approval.  Any  misuse or  suspected  misuse of our assets  must be  immediately
reported to your supervisor or the Corporate Responsibility Officer.

13.  Confidentiality.

     One of our most important assets is our confidential information. Employees
who have received or have access to confidential information should take care to
keep  this  information  confidential.   Confidential  information  may  include
business,   marketing  and  service  plans,   financial   information,   product
architecture,  source  codes,  engineering  and  manufacturing  ideas,  designs,
databases,  customer  lists,  pricing  strategies,  personnel  data,  personally
identifiable  information  pertaining  to  our  employees,  customers  or  other
individuals (including,  for example,  names,  addresses,  telephone numbers and
social security numbers), and similar types of information provided to us by our
customers,  suppliers and partners. This information may be protected by patent,
trademark, copyright and trade secret laws.

     Except when  disclosure  is authorized  or legally  mandated,  you must not
share our or our suppliers' or customers'  confidential  information  with third
parties or others  within  Communication  Intelligence  Corporation  who have no
legitimate  business  purpose for  receiving  that  information.  Doing so would
constitute a violation of the employment  agreement that you signed upon joining
us.  Unauthorized use or distribution of this information  could also be illegal
and result in civil liability and/or criminal penalties.

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<PAGE>

     You  should  also  take  care not to  inadvertently  disclose  confidential
information.  Materials that contain  confidential  information,  such as memos,
notebooks,  computer  disks and  laptop  computers  should  be stored  securely.
Unauthorized  posting or discussion of any information  concerning our business,
information or prospects on the Internet is prohibited.  You may not discuss our
business, information or prospects in any "chat room," regardless of whether you
use  your  own  name or a  pseudonym.  Be  cautious  when  discussing  sensitive
information  in  public  places  like  elevators,   airports,   restaurants  and
"quasi-public"  areas within  Communication  Intelligence  Corporation,  such as
cafeterias.  All Communication  Intelligence Corporation emails,  voicemails and
other  communications  are presumed  confidential and should not be forwarded or
otherwise disseminated outside of Communication Intelligence Corporation, except
where required for legitimate business purposes.

     In addition to the above responsibilities,  if you are handling information
protected  by any  privacy  policy  published  by us,  then you must handle that
information solely in accordance with the applicable policy.

14.  Media/Public Discussions.

     It is our policy to disclose material information concerning  Communication
Intelligence Corporation to the public only through specific limited channels to
avoid  inappropriate  publicity and to ensure that all those with an interest in
the company will have equal access to  information.  All inquiries or calls from
the press and financial analysts should be referred to the CEO, President or the
investor relations department.  We have designated our CEO, President and CFO as
our official spokespersons for financial matters. We have designated our CEO and
President as our  official  spokespersons  for  marketing,  technical  and other
related  information.  Unless a  specific  exception  has been  made by the CEO,
President or CFO, these designees are the only people who may  communicate  with
the press on behalf of Communication Intelligence.

15.  Waivers.

     Any waiver of this Code for executive officers  (including,  where required
by  applicable  laws,  our  principal  executive  officer,  principal  financial
officer,  principal  accounting  officer or  controller  (or persons  performing
similar  functions))  or  directors  may be  authorized  only  by our  Board  of
Directors or a committee of the Board and will be disclosed to  stockholders  as
required by applicable laws, rules and regulations.

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<PAGE>

16.  Compliance Standards and Procedures.

     Compliance Resources

     To facilitate  compliance with this Code, we have  established the position
of Corporate  Responsibility  Officer to oversee  this  program.  The  Corporate
Responsibility  Officer is a person to whom you can  address  any  questions  or
concerns. The Corporate  Responsibility Officer, Francis V. Dane, can be reached
at (650)  802-7737or  via email at  FrankDane@aol.com.  In  addition to fielding
questions or concerns  with respect to potential  violations  of this Code,  the
Corporate Responsibility Officer is responsible for:

o    investigating possible violations of the Code;

o    training new employees in Code policies;

o    conducting annual training sessions to refresh employees'  familiarity with
     the Code;

o    distributing  copies of the Code  annually to each employee with a reminder
     that each employee is responsible for reading,  understanding and complying
     with the Code;

o    updating  the Code as needed and alerting  employees  to any updates,  with
     appropriate  approval of the Audit Committee of the Board of Directors,  to
     reflect  changes  in  the  law,  Communication   Intelligence   Corporation
     operations and in recognized best practices,  and to reflect  Communication
     Intelligence Corporation experience; and

o    otherwise promoting an atmosphere of responsible and ethical conduct.

     Your most  immediate  resource  for any matter  related to the Code is your
supervisor. He or she may have the information you need, or may be able to refer
the question to another  appropriate  source.  There may, however, be times when
you prefer not to go to your  supervisor.  In these  instances,  you should feel
free to discuss your concern with the Corporate Responsibility Officer.

                                      -12-
<PAGE>

     Clarifying Questions and Concerns; Reporting Possible Violations

     If you encounter a situation or are  considering a course of action and its
appropriateness is unclear,  discuss the matter promptly with your supervisor or
the Corporate  Responsibility Officer; even the appearance of impropriety can be
very damaging and should be avoided.

     If you are aware of a suspected or actual  violation  of Code  standards by
others,  you have a  responsibility  to report it. You are  expected to promptly
provide a compliance resource with a specific  description of the violation that
you believe has occurred,  including any  information you have about the persons
involved  and the time of the  violation.  Whether you choose to speak with your
supervisor or the  Corporate  Responsibility  Officer,  you should do so without
fear of any form of retaliation. We will take prompt disciplinary action against
any employee who  retaliates  against you, up to and  including  termination  of
employment.

     Supervisors  must promptly  report any complaints or  observations  of Code
violations to the Corporate Responsibility Officer. The Corporate Responsibility
Officer will investigate all reported possible Code violations promptly and with
the  highest  degree of  confidentiality  that is  possible  under the  specific
circumstances.  Your  cooperation  in the  investigation  will be  expected.  As
needed, the Corporate Responsibility Officer will consult with Corporate Counsel
, the Human  Resources  department  and/or the Audit  Committee  of the Board of
Directors.

     If the  investigation  indicates  that a violation of the Code has probably
occurred,  we will take such  action as we believe to be  appropriate  under the
circumstances.  If we  determine  that an  employee  is  responsible  for a Code
violation,  he or she  will  be  subject  to  disciplinary  action  up  to,  and
including,  termination of employment and, in appropriate cases, civil action or
referral for criminal prosecution. Appropriate action may also be taken to deter
any future Code violations.


                                      -13-