<PAGE>
                                                                      Exhibit 14

                                COMPLIANCE CODE

                                      FOR

                          BUSINESS CONDUCT AND ETHICS




                                 November 2002

(C) Idine Rewards Network Inc. - 11900 Biscayne Boulevard, Miami, Florida 33181

Proprietary and Confidential Business Information

<PAGE>

I.    STATEMENT OF POLICY

Over the years, Idine Rewards Network Inc. ("IRN") and its subsidiaries have
built a solid reputation for ethical behavior and fair dealing. That reputation
depends upon dedicated, talented, and productive employees. To maintain these
high standards and to strengthen our relationship with our employees, this
Compliance Code for Business Conduct and Ethics (the "Code" or "Compliance
Code") has been prepared to inform you of the standards of business conduct and
ethics that you are expected to abide by in the course of your employment.

For employees of the Company (defined below), this Code sets forth standards and
a guideline for conduct and is in addition to the information contained in the
Employee Handbook. For others, this Code similarly summarizes guidelines for and
standards of conduct, and is in addition to all other terms and conditions of
your engagement by the Company. IRN reserves the right to modify this Code from
time to time.

It is your responsibility as an employee of the Company to read the entire
Compliance Code. Certain parts of the Code may not seem to apply to the job that
you currently are performing. It is important that you read the entire Code,
however, because you should be aware of the legal and ethical standards that
guide the entire organization, and be ready and able to recognize legal and
ethical violations should they occur and wherever they occur.

No business conduct and ethics policy can be complete in all respects. Good
judgment based upon an understanding of the Code and applicable laws and
regulations is the best safeguard against improper or unethical conduct. You are
expected to attain a level of understanding of the Compliance Code that will
permit the proper exercise of such judgment and to seek advice in those
circumstances where such judgment could be questioned.

II.   SCOPE OF POLICY

This Compliance Code applies to IRN and its affiliates, all of which are
referred to in this Code as the "Company" or "IRN."

The guidelines set forth in this Code apply to all Company personnel and all
Company-related transactions. Accordingly, the terms "employee" and "personnel"
refer to all Company officers, directors, managers and other employees and, if
required, to agents, consultants and advisors. Each such person must be familiar
with and apply this Code. Company officers and directors should also be aware
that there are special legal requirements, not covered by this Code, that apply
to corporate fiduciaries such as themselves.

III.  CODE IMPLEMENTATION

To assist you in integrating into the workplace the standards of business ethics
and legal conduct set forth in this Code, the Company has designated Keith E.
Kiper, the Company's General Counsel, to oversee the implementation and
enforcement of the Code. He is available to provide information and advice to
employees who have questions or concerns about the meaning or the application of
the Compliance Code.

This Compliance Code was written to provide information concerning proper
standards of business conduct and ethics, the available means of communication
for your questions and concerns, and the way in which the Company intends to
enforce compliance with the Code. If you face a situation where you find the
advice contained in this Code unclear, it is your responsibility to consult the
General Counsel.

(C)Idine Rewards Network Inc.                                             Page 1
Compliance Code for Business Conduct and Ethics                    November 2002
Proprietary and Confidential Business Information

<PAGE>

IV.   ACKNOWLEDGMENT AND CERTIFICATION

All Company employees must read and review the Compliance Code and are to sign a
written acknowledgment and certification of receipt and understanding. No less
than every two years, all employees will be asked to re-certify their
acknowledgment of these standards.

The Acknowledgment and Certification form is inserted in the back of this
Compliance Code. A copy of the signed Acknowledgment and Certification will be
kept in the employee's permanent personnel file.

V.    STANDARDS OF BUSINESS CONDUCT AND ETHICS

The standards of business conduct and ethics that must be followed with respect
to individual areas of an employee's job are set forth below. Some guidelines
refer to activities and prohibitions discussed elsewhere in this Code. Please
keep in mind that many of these guidelines apply to both employees and members
of their immediate families. For the purpose of this Code, "immediate family
members" means an employee's spouse, children, stepchildren, parents, siblings,
grandparents, parents-in-law, brothers-in-law, sisters-in-law, and any
individuals living in the same household as the employee.

      A.  ACCURATE BOOKS AND RECORDS

          1.  Full Disclosure of Accounts

No secret or unrecorded fund of monies or other assets of the Company shall be
established or maintained, and all payments and disbursements shall be recorded
properly on the books and records of the Company.

          2.  Accurate Entries to Accounts

The making of false or fictitious entries on the books and records of the
Company and the issuance of false or misleading reports concerning the Company
or its operations are prohibited. No employee shall engage in any transaction
that requires or contemplates such prohibited activities.

          3.  Accurate Expense Accounts

All employees who seek reimbursement from the Company for expenses shall keep
and promptly submit to the Company within in thirty days, complete and accurate
records of such expenditures and their business purpose in accordance with
policies and guidelines established from time to time.

      B.  CONFLICTS OF INTEREST

Company employees must avoid situations in which their loyalty may become
divided. Such situations may arise in a variety of ways. For example, employees
should not work for competitors as consultants. They should not become or
represent a supplier to the Company. Nor should they accept money or material
benefits for their personal benefit from a supplier for any advice or services
supplied in connection with its business with the Company. Without prior
approval of his or her immediate supervisor and, if necessary, the General
Counsel, employees should not perform outside work for which they are
compensated or solicit such business on

(C)Idine Rewards Network Inc.                                             Page 2
Compliance Code for Business Conduct and Ethics                    November 2002
Proprietary and Confidential Business Information

<PAGE>

Company premises or while working on Company time. Finally, employees should not
use Company property for any personal or outside work.

If an immediate family member of an employee is employed by or associated with a
supplier, investor or competitor of the Company, that employee should speak to
the General Counsel to determine whether that relationship presents any conflict
of interest. If a conflict of interest exists, the employee will receive
guidance as to how to resolve or handle the conflict.

Although it is not possible to list all activities that might give rise to a
conflict of interest, set forth below is the Company's policy with respect to
several important areas of potential conflict.

          1.  Financial Interests in Company Transactions

      It is considered to be in conflict with the Company's interest:

For an employee or member of his or her immediate family to have any interest,
direct or indirect, in any entity which has business dealings with the Company
or which is known to be a competitor of the Company except when (i) such
interest comprises securities in widely held corporations which are traded
regularly in recognized securities markets and the aggregate amount of ownership
constitutes less than two and one-half percent (2.5%) of the securities or
$100,000.00, whichever is lower or (ii) such interest has been fully disclosed
to the General Counsel and the General Counsel has determined that it is proper
to retain it.

For an employee to serve as an officer, director, partner, employee or
consultant of another company or entity which is a competitor of the Company or
which is doing or seeking to do business with the Company, except with the
knowledge and consent of the General Counsel. Any employee who is considering
acceptance of such an outside position should submit the matter to the General
Counsel before committing himself or herself in any way.

For an employee or agent to acquire property with the knowledge that it is
likely that the property's value will increase as a result of action being
considered by the Company.

For an employee or member of his or her immediate family to acquire any property
where confidential or unpublished information, obtained through the Company or
in the course of performing duties for the Company, has in any way been utilized
in such acquisition.

For an employee or member of his or her immediate family to buy, sell or lease
any kind of property, facility or equipment from or to the Company or to any
company, firm or individual who the employee knows is seeking to become a
contractor, supplier, or customer without disclosing (and obtaining permission
from the General Counsel) for such conduct.

For an employee or member of his or her immediate family to trade in the common
stock of the Company while in possession of material information concerning the
Company not known to the general investing public (see Part L of this Code,
"Securities Laws").

For an employee or member of his or her immediate family to reveal to anyone
material information concerning the Company not known to the general investing
public (see Part L of this Code, "Securities Laws").

For any employee to take advantage of any opportunity for personal gain that
rightfully belongs to the Company. This would include business opportunities of
which an employee becomes aware because of his or her employment with the
Company. Such opportunities must be offered to the Company.

(C)Idine Rewards Network Inc.                                             Page 3
Compliance Code for Business Conduct and Ethics                    November 2002
Proprietary and Confidential Business Information

<PAGE>

          2.  Benefits, Favors, Gifts, and Entertainment

          It is considered to be in conflict with the Company's interest:

For an employee to receive material benefits, favors, gifts, and entertainment
that might conflict with the proper performance of his or her corporate
responsibilities or that might tend to adversely affect his or her independent
judgment on behalf of the Company or any of its subsidiaries.

If the benefit, favor or gift has more than a nominal value, and is directly
offered in return for or in expectation of Company business, it should not be
accepted. Regarding the acceptance of business entertainment, it is recognized
that entertainment may be incidental to business relationships of value to the
Company. Nonetheless, if hospitality with a dollar value in excess of two
hundred dollars ($200.00) is accepted, an employee must disclose the receipt of
this hospitality to a member of the General Counsel. If an employee has any
concern that the receipt of hospitality is inconsistent with the best interests
of the Company or inconsistent with this Code, he or she should consult the
General Counsel.

          3.  Other Conflicts Of Interest

          It is considered to be in conflict with the Company's interest:

For an employee to use or reveal (without proper authorization) to a third
party, any confidential or secret information, including without limitation,
data or decisions, plans or any other information concerning the Company not
generally known or that might be prejudicial to the interest of the Company.

For an employee to use, or permit others to use, Company employees, materials,
or equipment for personal purposes.

For any employee or member of his or her immediate family to participate in any
manner, in any of the following activities: (i) the receipt from or payment to
governmental officials of anything of value or (ii) commercial bribes or
kickbacks or (iii) understandings that amounts will be paid or received in
return for rebates or refunds in contravention of law.

If an employee perceives a potential conflict of interest or violation of trust,
prior to any transaction, the employee should make a full disclosure of the
facts to the General Counsel. Full disclosure will permit the Company to make an
informed, independent decision regarding the transaction. In some cases, after
full disclosure, the Company may decide to approve the transaction. In other
cases, it may not. The Company reserves the right to condition the approval of
any specific transaction upon such terms and conditions as the Company in its
sole discretion may require including, but not limited to, specific financial
reporting and audit requirements.

      C.  PURCHASING

Two general and closely related principles should guide all purchasing actions
by Company personnel: First, never make misrepresentations or dishonest
statements to anyone. If you believe that the other person may have
misunderstood you, promptly correct the misunderstanding. Honesty based upon
clear communication is the basis of integrity and is essential to good,
long-lasting business relationships. The second principle is even simpler: Treat
everyone with whom you do business fairly.

(C)Idine Rewards Network Inc.                                             Page 4
Compliance Code for Business Conduct and Ethics                    November 2002
Proprietary and Confidential Business Information

<PAGE>

Suppliers must be treated fairly. In deciding among competing suppliers, weigh
all material facts impartially. Seek to buy from qualified suppliers at the
lowest permissible cost, keeping in mind the requirements for quality,
performance, and vendors' ability to meet delivery schedules.

Employees may not accept gifts from suppliers, unless these are clearly
promotional in nature, mass-produced, advertisements, nominal in value,
available to competitors and not intended to evoke any form of reciprocation.
Included in this prohibition are not only tangible items, but also excessive
entertainment or travel. Employees may not under any conditions solicit any
gifts, bribes, or favors from a potential supplier, regardless of value.

      D.  POLITICAL CONTRIBUTIONS

Federal law and many states prohibit contributions by corporations to political
parties or candidates. Where prohibited by law, therefore, no Company funds or
other assets are to be contributed or loaned, directly or indirectly, by an
employee to any political party or for the campaign of any person for political
office, or expended in support of or in opposition to such party or person. It
also is the policy of the Company not to reimburse, directly or indirectly, any
employee, attorney, agent, or other third party for any political contribution
made by him or her.

The above prohibition on Company disbursements shall not prevent the Company
from advocating a position, expressing a view, or taking other appropriate
action with respect to any legislative or political matters affecting the
Company or its interests. Where political contributions or other support are
permitted by law, no Company funds, property, time, or other thing of value
shall be given except upon the prior approval the General Counsel.

Employees, acting in their individual capacity and at their own expense, are not
constrained by this Code from engaging in political activity, making political
contributions, expressing views, or taking other appropriate action on any
political or legislative matter. However, no Company resources may be utilized
in connection therewith and no such activities may be pursued during working
hours.

      E.  TRADE SECRETS AND CONFIDENTIAL INFORMATION

The Company's ability to develop confidential business strategies is essential
to its success in the competitive marketplace. Failure to maintain the
confidentiality of these strategies could cause the Company irreparable harm.
Employees, therefore, must safeguard and keep private all proprietary and
confidential information concerning the Company or any associated entities. This
applies to all non-public information about the Company and its activities,
including any data on decisions, plans, performance, competitive bids, or any
other information that might be prejudicial to the interests of the Company. Any
such information that is to be disclosed can only be disclosed pursuant to a
confidentiality agreement or protective order. This also applies to Company
personnel records, technology, information about investors and suppliers and
information supplied to us by investors and suppliers. These restrictions apply
whether the information is in written or electronic form or simply is known by
employees.

Employees or agents may be contacted by third parties, including government or
media representatives, requesting an interview or seeking information concerning
a Company-related matter. These inquiries may seek information that is
proprietary or confidential. Whenever such a request occurs, and whether or not
proprietary or confidential information is sought, the person making the request
should be instructed to address his or her inquiry to the Chief Executive
Officer or Chief Financial Officer.

(C)Idine Rewards Network Inc.                                             Page 5
Compliance Code for Business Conduct and Ethics                    November 2002
Proprietary and Confidential Business Information

<PAGE>

      F.  WORKER HEALTH AND SAFETY

The Company is committed to providing and maintaining a safe and healthful work
place for its employees. The Company will use its best efforts to comply with
all Occupational Safety and Health Act (OSHA) standards applicable to the work
being performed by the Company.

Management and supervisory personnel are to make sure that all employees observe
all applicable safety and health laws and governmental regulations. Employees
are expected to keep their work areas clean and free of hazards, conform to the
requirements of any safety procedures and guidelines prescribed by the Company,
and utilize their work stations and equipment in the manner in which they were
intended to be used. Violations of health and safety regulations by employees
will result in disciplinary action (which may include termination) against the
responsible employee.

To protect employees from work place health and safety hazards, the Company
needs the help of all of its employees. All employees are encouraged to bring
hazards or suspected violations to the attention of supervisory personnel and to
make suggestions regarding how to deal with these hazards. No employee who, in
good faith, reports violations of health and safety should fear reprisal.

      G.  DRUG, ALCOHOL, WEAPONS, AND FIREARMS POLICY

The Company recognizes that employees who work while under the influence of
illegal drugs or alcohol pose dangers to themselves, their co-workers, and the
general public. It therefore is the Company's policy to forbid the use of
illegal drugs and the unauthorized consumption of alcohol while engaged in
Company business or while on Company premises. Moreover, possession of illegal
drugs and unauthorized possession of alcohol while engaged in Company business
or while on Company property is strictly forbidden. Employees are also
prohibited from being on Company property in a drugged or intoxicated state.

There is no valid reason ever to be in possession of a weapon or firearm while
on Company business or while on Company property. For purposes of this Code, a
weapon is any instrument or device for use in attack or fighting. Whether
registered or not, employees are forbidden to bring a weapon or firearm onto the
Company premises.

Violations of any of these rules will result in severe disciplinary sanctions.

      H.  EQUAL OPPORTUNITY AND DISCRIMINATION POLICY

It has been and continues to be the Company's policy to afford equal employment
opportunities to all persons without regard to an individual's race, religion,
color, sex, sexual orientation, age, physical or mental disability and/or
handicap, ancestry, national origin, citizenship, marital status, military or
veteran status, or any other classification protected by applicable law. This
policy extends not only to hiring, but also to such considerations as promotion,
demotion, termination, transfer, assignment, recruitment, compensation, and
selection for training.

Company supervisors, managerial personnel, and employees are forbidden from
engaging in prohibited discrimination.

(C)Idine Rewards Network Inc.                                             Page 6
Compliance Code for Business Conduct and Ethics                    November 2002
Proprietary and Confidential Business Information

<PAGE>

      I.  HARASSMENT

          1.  Policy and Guidelines

The Company is committed to maintaining a work environment that is free of
intimidation and harassment. In keeping with this commitment, we will not
tolerate harassment of Company employees by anyone, including any supervisor,
co-worker, vendor, client, or customer of the Company or any third party.
Company policy prohibits sexual, racial, and other harassment in the work place.
The Company will not tolerate harassing conduct that affects tangible job
benefits, that interferes unreasonably with an individual's work performance, or
that creates an intimidating, hostile, or offensive working environment.

Sexual harassment deserves special mention. Unwelcome sexual advances, requests
for sexual favors, and other physical, verbal or visual conduct based on sex
constitutes sexual harassment under Company policy when (1) submission to the
conduct is an explicit or implicit term or condition of employment, or (2)
submission to or rejection of the conduct has the purpose or effect of
unreasonably interfering with an individual's work performance or creating an
intimidating, hostile or offensive working environment. Sexual harassment is
conduct based on sex, whether directed towards a person of the opposite or the
same sex, and may include, but is not limited to, explicit sexual demands or
propositions, sexual innuendo, suggestive comments, sexually oriented "kidding"
or "teasing," "practical jokes," jokes about or display of obscene printed or
visual material and unwelcome physical contact such as patting, pinching, or
brushing against another's body.

          2.  Reporting and Investigation

All Company employees are responsible to help ensure that we avoid harassment.

Any employee who experiences, learns of, or witnesses harassment, is to
immediately report such conduct to the Company. Specifically, an employee may
report the conduct directly to his or her supervisor, a Human Resources
representative, the General Counsel, or any other member of management an
employee feels can help. If the conduct involves someone in the employee's
direct line of command, then the employee should go to another available
resource as listed above.

The Company's policy is to investigate all complaints of harassment thoroughly
and promptly. In determining whether alleged conduct violates the Company's
sexual harassment policy, the Company will look at the record as a whole and at
the totality of the circumstances, such as the nature of the sexual advances,
and the context in which the alleged incidents occurred. The determination will
be made based upon an investigation of the facts, on a case-by-case basis. To
the fullest extent practicable, the Company will keep complaints and its
investigation confidential. However, disclosure of allegations of harassment and
other investigation information to a limited number of individuals is generally
necessary in order to adequately complete an investigation, make a determination
on the allegations and take any necessary disciplinary or corrective action.

The Company forbids retaliation against anyone for reporting harassment, making
or assisting in making a complaint of harassment, or cooperating in a harassment
investigation.

(C)Idine Rewards Network Inc.                                             Page 7
Compliance Code for Business Conduct and Ethics                    November 2002
Proprietary and Confidential Business Information

<PAGE>

If an investigation confirms that harassment has occurred, the Company will take
corrective action, including such discipline up to and including immediate
termination of employment, as is appropriate.

If you have any questions regarding this policy, please contact Human Resources.

      J.  ENVIRONMENTAL LAWS AND REGULATIONS

The Company is committed to the conduct of its business activity and operations
in a manner that protects the environment. Consistent with this commitment, it
is Company policy to comply with all applicable environmental laws and
regulations. Every employee, regardless of his or her role in the Company, is
expected to maintain a keen sensitivity to environmental issues and to act to
minimize adverse effects on the environment.

Questions or comments regarding environmental requirements should be directed to
Human Resources. The Company will monitor its own conduct with the goals of
conforming to applicable legal requirements and correcting any deficiencies
found.

Environmental laws and regulations are enforced vigorously by appropriate
governmental agencies. The consequences of non-compliance can be severe both to
the Company and to individual employees and include criminal prosecution, large
fines, and other civil penalties. Any employee who observes violations of
environmental laws or regulations or who believes that environmental safeguards
have not properly been observed should report such activities or conditions to
the Human Resources. All employees are required to report known violations of
any environmental law or regulation. All employees are strongly encouraged to
report suspected violations of any environmental law or regulation.

      K.  ANTITRUST

The antitrust laws of the United States are intended to prevent interference
with the functioning of competitive markets, particularly interference that has
the effect of increasing or fixing prices or limiting output.

Penalties for violation of the antitrust laws of the United States can be harsh.
Criminal violations of the antitrust laws are felonies punishable by fines and
imprisonment. Not only would the Company be subject to criminal sanctions in the
event of a violation, but so would the individual(s) committing the act. If you
violate these laws, the Company could be fined millions of dollars, you could be
subject to fines, and you could go to jail. These are not merely theoretical
possibilities; these criminal penalties are imposed upon companies and
individuals. There are also civil penalties for antitrust violations that could
result in damage awards against the Company.

These instructions are not intended to answer all questions. Primarily, they are
intended to help you recognize the kinds of conduct that the antitrust laws
address. Whenever you have any questions about the possible application of the
antitrust laws to any of your activities, you should consult the General
Counsel.

          1.  What Is Covered By Antitrust Law

      A wide range of transactions and practices is prohibited under antitrust
laws:

(C)Idine Rewards Network Inc.                                             Page 8
Compliance Code for Business Conduct and Ethics                    November 2002
Proprietary and Confidential Business Information

<PAGE>

Generally, no agreement or understanding, whether formal or informal, may be
made with competitors to fix or control prices.

Additionally, no agreement or understanding may be made to allocate products,
markets, customers, or territories; to boycott certain competitors, customers,
or suppliers; or to refrain from or limit the manufacture, sale, or production
of any product or the provisions of any service.

          2.  Monopolization

Companies may violate antitrust laws without acting jointly with other
companies. If a company takes any action that unreasonably restricts the
competitive process, it may be found to have illegally monopolized or attempted
to monopolize the industry or unlawfully abused its position.

          3.  Mergers, Acquisitions and Joint Ventures

The antitrust laws prohibit mergers and acquisitions, and the formation of joint
ventures, where the effect may be substantially to lessen competition or to tend
to create a monopoly. Nevertheless, most mergers, acquisitions, and joint
ventures are lawful. Transactions meeting certain size criteria are subject to
governmental reporting and waiting period requirements, regardless of whether
there is a competitive concern. You should contact counsel the General Counsel
to obtain antitrust advice during the early stages of your consideration of a
merger, acquisition, or joint venture proposal.

          4.  Dealings With Company Subsidiaries and Affiliates

In general, separate companies under common ownership, or a parent company and
subsidiaries which it controls, are not considered to be competitors.
Coordination of prices and markets among a parent company and its subsidiaries
is usually regarded as a legitimate management prerogative, where the parent has
a substantial majority interest in its subsidiaries and exercises control over
their operations. However, where the Company's ownership of and control over a
subsidiary is marginal, no such coordination, or any joint action which may have
a restrictive effect on others, should be undertaken without advance review by
the General Counsel.

          5.  Issues Relating to Documents

Interoffice memoranda (both electronic and paper) frequently are written about
competitive matters. All such memoranda must be written carefully to avoid
misinterpretation. For example, when writing correspondence or memoranda, do not
use words suggestive of illegal or surreptitious behavior, such as, "please
destroy after reading;" do not overstate the significance of our competitive
position, for example, "dominant position" or "control the market;" and do not
speculate or comment upon the legality or potential illegality of any particular
business conduct. If a Company transaction is reviewed to assess compliance with
the antitrust laws, such statements will be discovered and will be construed in
the most negative light possible. As a result, the need to exercise care in
communications cannot be overemphasized.

          6.  Guidance and Policy

All employees must personally comply with the antitrust laws. The Company will
not condone any conduct that could give rise to antitrust charges. The antitrust
laws sometimes are unclear as to whether a proposed course of conduct will
violate the law. When contemplating any action, it is important to consider the
purpose of the proposed action, its effect upon competitors, its business
justification, and its effect upon consumer welfare. Whenever there is doubt
whether a

(C)Idine Rewards Network Inc.                                             Page 9
Compliance Code for Business Conduct and Ethics                    November 2002
Proprietary and Confidential Business Information

<PAGE>

proposed course of action may violate the antitrust laws, the most important
thing to do is consult the General Counsel.

          L.  SECURITIES LAWS

Every Company Employee as defined in V above is expected to abide by the
Company's stock trading policy. It is important to note that the stock trading
policy applies equally to both the purchase and sale of the Company's stock. The
Policy also applies not only to transactions involving preferred and common
stocks, but to all types of securities, including debt and equity, options,
warrants, puts, calls, notes and debentures. However, this policy does not apply
to open-end mutual funds, U.S. government and government backed securities,
certificates of deposit, and securities acquired by a fiduciary for the account
of an employee.

              A Summary of the Policy is as follows:

Idine Rewards Network Inc. is a publicly traded company, meaning that shares of
stock in IRN are available for sale in the public market. There are rules in
place to ensure that employees, officers, directors, and other insiders do not
take advantage of certain material inside information to buy or sell the
Company's stock (or derivatives), or give that information to others. Selling or
buying stock on information that is unavailable to the investing public is known
as "insider trading" and can subject the trader to harsh civil and/or criminal
penalties. In addition, violation of this Policy by an employee may lead to
disciplinary action, up to and including termination. Violation of this Policy
by an insider (other than an employee) may result in the severance of
relationship between the insider and the Company.

It is important to note that that is also forbidden to trade another company's
stock on material inside information as well. For example, should an employee be
working on a contract with a an IRN partner and come to find out that inside
information, that information cannot form the basis for a trade. If you find you
have inadvertently disclosed inside information, immediately contact the General
Counsel and report the facts of that disclosure.

Generally, a "clear period" to trade commences two full market days after a
quarterly earnings announcement or the annual meeting of shareholders. The clear
period will be held open until the 47th day after the earnings release or annual
meeting of shareholders, thus providing a 45 day clear period. However, those
insiders who receive the Monthly Financial Report which is issued on or about
the tenth of each month, will not be permitted to trade after receipt of that
report - meaning that recipients of the Monthly Financial Report will typically
have about a twenty day period from two days after the earnings release (usually
on the third week of the month after the quarter's end) until the tenth of the
following month. Moreover, insiders should think about planning trades carefully
because IRN may also be announcing a material event (like signing an important
contract) sometime during the clear period and trading may not be permitted. For
the same reason, it is always necessary to handle each request to trade on a
case-by-case basis. Additionally, an individual's ability to trade may vary
depending on the type of information which he or she may possess - obviously,
the more information an individual receives about the Company's operations, the
more likely that individual is to be "locked up", or unable to trade at a
particular time.

To prevent even the appearance of impropriety, all IRN and IRN-related stock
transactions must be cleared with Keith Kiper in advance of the transaction,
whether buying or selling. Requests to trade must be in the form of an e-mail to
Keith Kiper at kkiper@idine.com with a "cc" to Stephen Lerch at
slerch@idine.com. Once an employee completes a trade, notice must be given
immediately in the same fashion. Unless stated otherwise, approvals to trade
shall remain

(C)Idine Rewards Network Inc.                                            Page 10
Compliance Code for Business Conduct and Ethics                    November 2002
Proprietary and Confidential Business Information

<PAGE>

effective for 72 hours. If you have any questions about this Policy, please
contact the General Counsel or Human Resources.

          1.  What is "Material"?

Information is "material" if there is a substantial likelihood that a reasonable
investor would consider it important in deciding whether to buy, sell or hold
securities. Information that is reasonably certain to affect the market price of
a security is material. This includes significant events directly or indirectly
affecting a company's business, such as information regarding earnings
estimates, proposed increases or decreases in dividends, new product
developments, significant expansion or curtailment of operations, significant
merger, acquisition or divestiture proposals or agreements, extraordinary
borrowings, liquidity or litigation problems, important management changes, new
regulations, industry developments, and other external factors. Generally, if
information has influenced a decision to trade, the information is considered
material.

          2.  What Does "Inside" (non-public) Mean?

Information about a company is "inside" (non-public) if it is not generally
available to the investing public. Information received under circumstances
indicating that it is not yet in general circulation and that it be
attributable, directly or indirectly, to the company of its insiders, is likely
to be non-public information. Information is considered to be available to the
public only when it has been released to the public through appropriate channels
(for example, by means of a press release and/or the filing of reports with the
SEC) and enough time has elapsed for the investment market to absorb and
evaluate the information. Two full market days after public release has
occurred, information normally will be regarded as absorbed and evaluated and,
therefore, public.

          3.  Liability and Consequences

The SEC and other governmental authorities, as well as the media, have a
heightened interest in pursuing insider trading matters. The legal liabilities
to the Company and to individuals for violating the insider trading laws may be
quite severe and include civil and criminal penalties, civil damages to
class-action plaintiffs, injunctions, triple damages for all profits of insider
traders and their tippees, cease-and-desist orders and consent decrees. Thus,
large damages can result even though the tipper may not individually profit. In
addition, the Company may be liable for up to $1,000,000 for each violation by
any Company Employee. Also, litigation is likely to be expensive and
embarrassing for the Company and the individuals involved.

      M.  TRANSACTING INTERNATIONAL BUSINESS OPERATIONS

Company employees are expected to identify and accommodate the differences
between international markets and those in the United States. Because some of
the Company's business may be international, the Company encounters laws that
may vary widely from those in the United States. The Company's policy will be to
comply with all laws that apply in the countries where we may do business.

The Foreign Corrupt Practices Act emphasizes the importance of conducting
business affairs abroad in accordance with ethical standards. The Foreign
Corrupt Practices Act and other United States laws prohibit the direct or
indirect payment of any money or anything of value to a foreign official,
foreign political party (or official thereof), any candidate for foreign
political office, or

(C)Idine Rewards Network Inc.                                            Page 11
Compliance Code for Business Conduct and Ethics                    November 2002
Proprietary and Confidential Business Information

<PAGE>

any official of a public international organization for purposes of obtaining,
retaining, or directing business. Violation of the terms of these laws can
result in the imposition of severe criminal and civil penalties, not only upon
the Company, but upon any officer, director, agent or employee who engages in or
authorizes proscribed activities. The Company and its employees must strictly
abide by these laws. Any violations or any solicitations to violate them must be
reported immediately.

VI.   LOANS

The Company may not make or arrange loans to its Directors or Senior Officers.
If an employee learns of such an arrangement, or arrangement that appears to be
a loan to a Director or Senior Officer, that employee must contact the General
Counsel or the Company's Audit Committee.

VII.  METHODS OF COMMUNICATION

The Company actively encourages employee participation in the implementation and
enforcement of the Compliance Code. To foster an atmosphere that is conducive to
ethical behavior, each employee has an affirmative obligation to seek guidance
as necessary on compliance issues and to report any conduct he or she believes
may be a violation of the Code. If an employee becomes aware of an activity that
he or she suspects may be in violation of the Code or if an employee has
questions regarding his or her own actions, there are several steps he or she
may take.

      A.  CONTACT A SUPERVISOR

Employees are encouraged initially to consider contacting their immediate
supervisor for help with a suspected problem or for aid in determining the
correct procedure for resolving a difficult issue. If the employee feels
uncomfortable discussing the particular matter with his or her immediate
supervisor, or if that person is potentially involved in the problem, the
employee should contact another supervisor or a Human Resources representative.

      B.  CONTACT THE GENERAL COUNSEL

The General Counsel has studied the Compliance Code and can usually answer
questions. Moreover, the General Counsel has the ability to contact outside
legal counsel to answer employee questions. If an employee feels that the
problem requires the attention of the General Counsel, the employee is
encouraged to contact the General Counsel directly.

      C.  CONTACT THE AUDIT COMMITTEE

Employees who reasonably believe that management will not investigate a breach
of the Compliance Code, or who believe that the Company's management is engaging
in financial or accounting wrongdoing, may contact the Audit Committee of the
Board of Directors directly.

      D.  MAKE AN ANONYMOUS REPORT

In making such a report, an employee is not required to identify himself or
herself and no efforts will be taken to attempt to identify the caller. The
process is not to be used to attempt to harm another employee through the making
of false or baseless accusations.

VIII. ENFORCEMENT

(C)Idine Rewards Network Inc.                                            Page 12
Compliance Code for Business Conduct and Ethics                    November 2002
Proprietary and Confidential Business Information

<PAGE>

It is important to remember that the Compliance Code governs the activities of
all Company employees and agents. No one is exempt from its standards. Upon
receipt of an employee complaint or information that indicates a possible
violation of the Code, Human Resources and/or the General Counsel shall promptly
initiate an internal investigation.

To the extent possible and consistent with Company policy and applicable law,
the identity of any employee accused of wrongdoing will be kept confidential and
not disclosed to third parties unless or until it has been determined that a
violation occurred. If requested, and if possible, the Company will take all
reasonable steps to protect the identity of anyone reporting a possible
violation.

There exists the possibility of improper use of the Compliance Code. Some
employees may seek to use the Code to initiate false accusations in an attempt
to harm another employee. Such behavior will not be tolerated and will be
subject to discipline. Additionally, threats of reprisal or offers of bribes to
silence an employee's reporting of potential Code violations are against Company
policy and may be a violation of the law. If proven, such actions will also be
subject to discipline up to and including termination.

IX.   DISCIPLINE AND SANCTIONS

Achieving compliance with the standards set forth in the Compliance Code is an
important objective of the Company and requires all employees to take seriously
their obligations to achieve compliance. Accordingly, violations of the Code
will not be tolerated and will result in one or more of the following sanctions,
as appropriate:

..    A warning (which may be noted in the employee's permanent personnel record)

..    A reprimand (which will be noted in the employee's permanent personnel
     record)

..    Probation

..    Demotion

..    Temporary suspension of employment without pay

..    Termination of employment

..    Required reimbursement of losses or damages

..    Referral for criminal prosecution or civil action

                           [Signature Page to Follow]

(C)Idine Rewards Network Inc.                                            Page 13
Compliance Code for Business Conduct and Ethics                    November 2002
Proprietary and Confidential Business Information

<PAGE>

ACKNOWLEDGMENT AND CERTIFICATION

I have received this Compliance Code, dated as of November, 2002. I understand
that this Code represents the policies of the Company.

        Employee Name (print):  ________________________________________________


        Employee Signature:     ________________________________________________


        Date:                   ________________________________________________


Please return this acknowledgment to Human Resources.

(C)Idine Rewards Network Inc.                                            Page 14
Compliance Code for Business Conduct and Ethics                    November 2002
Proprietary and Confidential Business Information