EXHIBIT 14.1

                                DELTATHREE, INC.
                      CORPORATE CODE OF CONDUCT AND ETHICS
                                    FOREWORD

      This Corporate Code of Conduct and Ethics, referred to as the "Code," is
intended to provide our associates, as defined below, with a clear understanding
of the principles of business conduct and ethics that are expected of them. The
standards set forth in the Code apply to us all. Every associate of the company
must acknowledge his or her review of and agreement to comply with the Code as a
condition of his or her relationship with the company. The term "associate"
means every full and part-time employee of the company and its subsidiaries, all
members of the company's senior management, including the company's Chief
Executive Officer and Chief Financial Officer, and every member of the company's
Board of Directors, even if such member is not employed by the company.

      Many of the standards outlined on the following pages will be familiar,
for they reflect the fundamental values of fairness and integrity that are a
part of our daily lives. Applying these standards to our business lives is an
extension of the values by which we are known as individuals and by which we
want to be known as a company. To that end, the company has made the Code
publicly available as an exhibit to its Annual Report on Form 10-K.

      It is our responsibility to conduct ourselves in an ethical business
manner and also to ensure that others do the same. If any one of us violates
these standards, he or she can expect a disciplinary response, up to and
including termination of any employment or other relationship with the company,
and possibly other legal action. If any breach of the Code is known to you, you
are obligated to report violations to the Chief Compliance Officer, a member of
the Compliance Committee, a member of the Board of Directors or to the third
party reporting service that the Company has retained to receive such reports.
Through establishing a confidential and anonymous option to accept and process
such reports, we ensure that the good faith efforts of all of us to comply with
the Code are not undermined.

      The ultimate responsibility for maintaining our Code rests with each of
us. As individuals of personal integrity, we can do no less than to behave in a
way that will continue to bring credit to ourselves and our company.

      While it is impossible for this Code to describe every situation that may
arise, the standards explained in this Code are guidelines that should govern
our conduct at all times. If you are confronted with situations not covered by
this Code, or have questions regarding the matters that are addressed in the
Code, you are urged to consult with the Corporate Compliance Officer, a member
of the Compliance Committee, or another member of management.

      The provisions of the Code regarding the actions the company will take are
guidelines which the company intends to follow. There may be circumstances,
however, that in the company's judgment require different measures or actions
and in such cases it may act accordingly while still attempting to fulfill the
principles underlying this Code.

I. IMPLEMENTATION OF THE CODE

      The following questions and answers address the company's implementation
of the Code. The company has attempted to design procedures that ensure maximum
confidentiality, anonymity, and, most importantly, freedom from the fear of
retaliation for complying with and reporting violations under the Code.

Q:    Who is responsible for administering, updating and enforcing the Code?

A:    The company's has appointed a Corporate Compliance Officer and a
Compliance Committee, to administer, update and enforce the Code. Ultimately,
the Board of Directors of the company must ensure that the Corporate Compliance
Officer and the Compliance Committee fulfill their responsibilities. The contact
information for these individuals is listed in the employee handbook.

      The Corporate Compliance Officer has overall responsibility for overseeing
the implementation of the Code. Specific responsibilities of the position are
to:

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o     Develop the Code based on legal requirements, regulations and ethical
      considerations that are raised in the company's operations;
o     Ensure that the Code is distributed to all associates and that all
      associates acknowledge the principles of the Code;
o     Work with the company's Audit Committee to provide a reporting mechanism
      so that associates have a confidential and anonymous method of reporting
      not only suspected violations of the Code but concerns regarding federal
      securities or antifraud laws, accounting issues, or any federal law
      relating to fraud against shareholders;
o     Implement a training program around the Code;
o     Audit and assess compliance success with the Code;
o     Serve as a point person for reporting violations and asking questions
      under the Code; and
o     Revise and update the Code as necessary to respond to detected violations
      and changes in the law.

      The primary responsibilities of the Compliance Committee are to:

o     Assist the Corporate Compliance Officer in developing and updating the
      Code;
o     Develop internal procedures to monitor and audit compliance with the Code;
o     Serve as point persons for reporting violations and asking questions under
      the Code;
o     Set up a mechanism for anonymous reporting of suspected violations of the
      Code by associates and refer, when appropriate, such reports to the Audit
      Committee;
o     Conduct internal investigations, with the assistance of counsel, of
      suspected compliance violations;
o     Evaluate disciplinary action for associates who violate the Code;
o     In the case of more severe violations of the Code, make recommendations
      regarding disciplinary action to the Board of Directors or a committee
      thereof; and
o     Evaluate the effectiveness of the Code and improve the Code.

      The Compliance Committee will provide a summary of all matters considered
under the Code to the Board of Directors or a committee thereof at each regular
meeting thereof, or sooner if warranted by the severity of the matter. All
proceedings and the identity of the person reporting will be kept confidential
to the extent required by applicable law.

Q:    How can I contact the Corporate Compliance Officer and the Compliance
Committee?

A:    The names and phone numbers of the Corporate Compliance Officer and each
member of the Compliance Committee are provided in the employee handbook. Any
one of these individuals can assist you in answering questions or reporting
violations or suspected violations under the Code.

Q:    How can I report any concerns that I have in a confidential and anonymous
manner?

A:    The Company, has a retained a third party reporting service that each
associate may contact to report any suspected violations of the Code, federal
securities or antifraud laws, accounting issues, or any federal law relating to
fraud against shareholders. Associates may also report to this service any other
concerns an associate may have with respect to the Company's business or
operations. Associates may make such reports on a completely anonymous and
confidential basis. The third party service, will, in turn, provide reports
directly to the Audit Committee regarding the confidential reports it receives.
The third party service provider, may be reached 24 hours a day, 7 days a week
at the toll-free number and internet address included in the employee handbook.

II. GENERAL REQUIREMENTS

      Each associate of the company is expected to be honest, fair, and
accountable in all business dealings and obligations, and to ensure:

o     the ethical handling of conflicts of interest between personal and
      professional relationships;
o     full, fair, accurate, timely and understandable disclosure in the reports
      required to be filed by the company with the Securities and Exchange
      Commission and in other public communications made by the company; and
o     compliance with applicable governmental laws, rules and regulations.

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III. CONFLICTS OF INTEREST

      Associates should avoid any situation that may involve, or even appear to
involve, a conflict between their personal interests and the interests of the
company. In dealings with current or potential customers, suppliers,
contractors, and competitors, each associate should act in the best interests of
the company to the exclusion of personal advantage. For purposes of this
section, a "significant" amount or interest shall be deemed to be any amount in
excess of $1,000. Associates are prohibited from any of the following activities
which could represent an actual or perceived conflict of interest:

o     No associate or immediate family member of an associate shall have a
      significant financial interest in, or obligation to, any outside
      enterprise which does or seeks to do business with the company or which is
      an actual or potential competitor of the company, without prior approval
      of the Compliance Committee, or in the case of executive officers or
      members of the Board of Directors, the full Board of Directors or a
      committee thereof.
o     No associate shall conduct a significant amount of business on the
      company's behalf with an outside enterprise which does or seeks to do
      business with the company if an immediate family member of the associate
      is a principal or officer of such enterprise, or an employee of such
      enterprise who will play a significant role in the business done or to be
      done between the company and such enterprise, without prior approval of
      the Compliance Committee, or in the case of executive officers or members
      of the Board of Directors, the full Board of Directors or a committee
      thereof.
o     No executive officer or employee, or an immediate family member of an
      executive officer or an employee, shall serve as a director, officer or in
      any other management or consulting capacity of any actual competitor of
      the company.
o     No director, or an immediate family member of a director, shall serve as a
      director, officer or in any other management or consulting capacity of any
      actual competitor of the company, without the prior approval of the full
      Board of Directors or a committee thereof.
o     No associate shall use any company property or information or his or her
      position at the company for his or her personal gain.
o     No associate shall engage in activities that are directly competitive with
      those in which the company is engaged.
o     No associate shall divert a business opportunity from the company to such
      individual's own benefit. If an associate becomes aware of an opportunity
      to acquire or profit from a business opportunity or investment in which
      the company is or may become involved or in which the company may have an
      existing interest, the associate should disclose the relevant facts to the
      Corporate Compliance Officer or a member of the Compliance Committee. The
      associate may proceed to take advantage of such opportunity only if the
      company is unwilling or unable to take advantage of such opportunity as
      notified in writing by the Compliance Committee.
o     No associate or immediate family member of an associate shall receive any
      loan or advance from the company, or be the beneficiary of a guarantee by
      the company of a loan or advance from a third party, except for customary
      advances or corporate credit in the ordinary course of business or
      approved by the Compliance Committee. Please see Section IV.E. below,
      "Corporate Advances", for more information on permitted corporate
      advances.
o     In addition, the Audit Committee of the Board of Directors will review and
      approve, in advance, all related-party transactions, as required by the
      Securities and Exchange Commission, The Nasdaq Stock Market or any other
      regulatory body to which the company is subject.

      Each associate should make prompt and full disclosure in writing to the
Corporate Compliance Officer or a member of the Compliance Committee of any
situation that may involve a conflict of interest. Failure to disclose any
actual or perceived conflict of interest is a violation of the Code.


IV. PROTECTION AND PROPER USE OF COMPANY ASSETS

      Proper protection and use of company assets and assets entrusted to it by
others, including proprietary information, is a fundamental responsibility of
each associate of the company. Associates must comply with security programs to
safeguard such assets against unauthorized use or removal, as well as against
loss by criminal act or breach of trust. The provisions hereof relating to
protection of the company's property also apply to property of others entrusted
to it (including proprietary and confidential information).

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A.    Proper Use of Company Property

      The removal from the company's facilities of the company's property is
prohibited, unless authorized by the company. This applies to furnishings,
equipment, and supplies, as well as property created or obtained by the company
for its exclusive use - such as client lists, files, personnel information,
reference materials and reports, computer software, data processing programs and
data bases. Neither originals nor copies of these materials may be removed from
the company's premises or used for purposes other than the company's business
without prior written authorization from the Compliance Committee. The company's
products and services are its property; contributions made by any associate to
their development and implementation are the company's property and remain the
company's property even if the individual's employment or directorship
terminates.

      Each associate has an obligation to use the time for which he or she
receives compensation from the company productively. Work hours should be
devoted to activities directly related to the company's business.

B.    Confidential Information

      The company provides its associates with confidential information relating
to the company and its business with the understanding that such information is
to be held in confidence and not communicated to anyone who is not authorized to
see it, except as may be required by law. The types of information that each
associate must safeguard include (but are not limited to) the company's plans
and business strategy, unannounced products and/or contracts, sales data,
significant projects, customer and supplier lists, patents, patent applications,
trade secrets, manufacturing techniques and sensitive financial information,
whether in electronic or conventional format. These are costly, valuable
resources developed for the exclusive benefit of the company. No associate shall
disclose the company's confidential information to an unauthorized third party
or use the company's confidential information for his or her own personal
benefit.

C.    Accurate Records and Reporting

      Under law, the company is required to keep books, records and accounts
that accurately and fairly reflect all transactions, dispositions of assets and
other events that are the subject of specific regulatory record keeping
requirements, including generally accepted accounting principles and other
applicable rules, regulations and criteria for preparing financial statements
and for preparing periodic reports filed with the Securities and Exchange
Commission. All company reports, accounting records, sales reports, expense
accounts, invoices, purchase orders, and other documents must accurately and
clearly represent the relevant facts and the true nature of transactions.
Reports and other documents should state all material facts of a transaction and
not omit any information that would be relevant in interpreting such report or
document. Under no circumstance may there be any unrecorded liability or fund of
the company, regardless of the purposes for which the liability or fund may have
been intended, or any improper or inaccurate entry knowingly made on the books
or records of the company. No payment on behalf of the company may be approved
or made with the intention, understanding or awareness that any part of the
payment is to be used for any purpose other than that described by the
documentation supporting the payment. In addition, intentional accounting
misclassifications (e.g., expense versus capital) and improper acceleration or
deferral of expenses or revenues are unacceptable reporting practices that are
expressly prohibited.

      The company has developed and maintains a system of internal controls to
provide reasonable assurance that transactions are executed in accordance with
management's authorization, are properly recorded and posted, and are in
compliance with regulatory requirements. The system of internal controls within
the company includes written policies and procedures, budgetary controls,
supervisory review and monitoring, and various other checks and balances, and
safeguards, such as password protection to access certain computer systems. The
company has also developed and maintains a set of disclosure controls and
procedures to ensure that all of the information required to be disclosed by the
company in the reports that it files or submits under the Securities Exchange
Act is recorded, processed, summarized and reported within the time periods
specified by the Securities and Exchange Commission's rules and forms.

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      Associates are expected to be familiar with, and to adhere strictly to,
these internal controls and disclosure controls and procedures.

      Responsibility for compliance with these internal controls and disclosure
controls and procedures rests not solely with the company's accounting
personnel, but with all associates involved in approving transactions, supplying
documentation for transactions, and recording, processing, summarizing and
reporting of transactions and other information required by periodic reports
filed with the Securities and Exchange Commission. Because the integrity of the
company's external reports to shareholders and the Securities and Exchange
Commission depends on the integrity of the company's internal reports and
record-keeping, all associates must adhere to the highest standards of care with
respect to our internal records and reporting.

      The company is committed to full, fair, accurate, timely, and
understandable disclosure in the periodic reports required to be filed by it
with the Securities and Exchange Commission, and it expects each associate to
work diligently towards that goal.

      Any associate who believes the company's books and records are not in
accord with these requirements should immediately report the matter to the
Corporate Compliance Officer or a member of the Compliance Committee. The
company has adopted explicit non-retaliation policies with respect to these
matters, as described in Section VIII below.

D.    Document Retention

      Numerous federal and state statutes require the proper retention of many
categories of records and documents that are commonly maintained by companies.
In consideration of those legal requirements and the company's business needs,
all associates must maintain appropriate records in accordance with the
company's business needs.

      In addition, any record, in paper or electronic format, relevant to a
threatened, anticipated or actual internal or external inquiry, investigation,
matter or lawsuit may not be discarded, concealed, falsified, altered, or
otherwise made unavailable, once an associate has become aware of the existence
of such threatened, anticipated or actual internal or external inquiry,
investigation, matter or lawsuit. Associates must provide such records to the
Company's Corporate Compliance Officer. When in doubt regarding retention of any
record, an associate must not discard or alter the record in question and should
seek guidance from the Corporate Compliance Officer or a member of the
Compliance Committee. Associates should also direct all questions regarding our
Document Retention Policy and related procedures to the Corporate Compliance
Officer or a member of the Compliance Committee.

E.    Corporate Advances

      Under law, the company may not loan money to associates except in limited
circumstances. It shall be a violation of the Code for any associate to advance
company funds to any other associate or to himself or herself except for usual
and customary business advances for legitimate corporate purposes which are
approved by a supervisor or pursuant to a corporate credit card for usual and
customary, legitimate business purposes. It is the company's policy that any
advance to an associate over $2,500 be approved in advance by the Compliance
Committee.

      Company credit cards are to be used only for authorized, legitimate
business purposes. An associate will be responsible for any unauthorized charges
to a company credit card.


V.    FAIR DEALING WITH CUSTOMERS, SUPPLIERS, COMPETITORS, AND ASSOCIATES

      The company does not seek to gain any advantage through the improper use
of favors or other inducements. Good judgment and moderation must be exercised
to avoid misinterpretation and adverse effect on the reputation of the company
or its associates. Offering, giving, soliciting or receiving any form of bribe
to or from an employee of a customer or supplier to influence that employee's
conduct is strictly prohibited.

A.    Giving Gifts

      Cash or cash-equivalent gifts must not be given by an associate to any
person or enterprise. Gifts, favors and entertainment may be given to
non-governmental employees if what is given:

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o     is consistent with customary business practice;
o     is not excessive in value and cannot be construed as a bribe or pay-off;
o     is not in violation of applicable law or ethical standards; and
o     will not embarrass the company or the associate if publicly disclosed.

      See also subsection E below for considerations relating to gifts to
foreign officials and Section VI. B below for considerations relating to gifts
to government employees.

B.    Receiving Gifts

      Gifts, favors, entertainment or other inducements may not be accepted by
associates or members of their immediate families from any person or
organization that does or seeks to do business with, or is a competitor of, the
company, except as common courtesies usually associated with customary business
practices. If the gift is of more than token value, the Compliance Committee
must approve its acceptance.

      An especially strict standard applies when suppliers are involved. If a
gift unduly influences or makes an associate feel obligated to "pay back" the
other party with business, receipt of the gift is unacceptable. It is never
acceptable to accept a gift in cash or cash equivalent. Even gifts of token
value must be declined and returned to the sender.

C.    Unfair Competition

      Although the free enterprise system is based upon competition, rules have
been imposed stating what can and what cannot be done in a competitive
environment. The following practices can lead to liability for "unfair
competition" and should be avoided. They are violations of the Code.

      Disparagement of Competitors. It is not illegal to point out weaknesses in
a competitor's service, product or operation; however, associates may not spread
false rumors about competitors or make misrepresentations about their
businesses. For example, an associate may not pass on anecdotal or unverified
stories about a competitor's products or services as the absolute truth (e.g.,
the statement that "our competitors' diagnostic testing procedures have poor
quality control").

      Disrupting a Competitor's Business. This includes bribing a competitor's
employees, posing as prospective customers or using deceptive practices such as
enticing away employees in order to obtain secrets or destroy a competitor's
organization. For example, it is not a valid form of "market research" to visit
a competitor's place of business posing as a customer.

      Misrepresentations of Price and Product. Lies or misrepresentations about
the nature, quality or character of the company's services and products are both
illegal and contrary to company policy. An associate may only describe our
services and products based on their documented specifications, not based on
anecdote or his or her belief that our specifications are too conservative.

D.    Antitrust Concerns

      Federal and state antitrust laws are intended to preserve the free
enterprise system by ensuring that competition is the primary regulator of the
economy. Every corporate decision that involves customers, competitors, and
business planning with respect to output, sales and pricing raises antitrust
issues. Compliance with the antitrust laws is in the public interest, in the
interest of the business community at large, and in our company's interest.

      Failing to recognize antitrust risk is costly. Antitrust litigation can be
very expensive and time-consuming. Moreover, violations of the antitrust laws
can, among other things, subject you and the company to the imposition of
injunctions, treble damages, and heavy fines. Criminal penalties may also be
imposed, and individual employees can receive heavy fines or even be imprisoned.
For this reason, antitrust compliance should be taken seriously at all levels
within the company. A primary focus of antitrust laws is on dealings between
competitors. In all interactions with actual or potential competitors all
associates must follow these rules:

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o     Never agree with a competitor or a group of competitors to charge the same
      prices or to use the same pricing methods, to allocate services,
      customers, private or governmental payor contracts or territories among
      yourselves, to boycott or refuse to do business with a provider, vendor,
      payor or any other third party, or to refrain from the sale or marketing
      of, or limit the supply of, particular products or services.

o     Never discuss past, present, or future prices, pricing policies, bundling,
      discounts or allowances, royalties, terms or conditions of sale, costs,
      choice of customers, territorial markets, production quotas, allocation of
      customers or territories, or bidding on a job with a competitor.

o     Be careful of your conduct. An "agreement" that violates the antitrust
      laws may be not only a written or oral agreement, but also a "gentlemen's
      agreement" or a tacit understanding. Such an "agreement" need not be in
      writing. It can be inferred from conduct, discussions or communications of
      any sort with a representative of a competitor.

o     Make every output-related decision (pricing, volume, etc.) independently,
      in light of costs and market conditions and competitive prices.

o     Carefully monitor trade association activity. These forums frequently
      create an opportunity for competitors to engage in antitrust violations.

      Another focus of antitrust law is how a company deals with customers,
suppliers, contractors and other third parties. The following practices could
raise issues, and associates should always consult with the Corporate Compliance
Officer or the Compliance Committee before doing any of the following:

o     Refuse to sell to any customers or prospective customer;

o     Enter into any new distribution or supply agreement which differs in any
      respect from those previously approved;

o     Condition a sale on the customer's purchasing another product or service,
      or on not purchasing the product of a competitor;

o     Agree with a customer on a minimum or maximum resale price of our
      products;

o     Impose restrictions on the geographic area to which our customers may
      resell our products;

o     Require a supplier to purchase products from the company as a condition of
      purchasing products from that supplier;

o     Enter into an exclusive dealing arrangement with a supplier or customer;
      or

o     Offer different prices, terms, services or allowances to different
      customers who compete or whose customers compete in the distribution of
      commodities.

      If our company has a dominant or potentially dominant position with
respect to a particular product or market, especially rigorous standards of
conduct must be followed. In these circumstances, all associates should:

o     Consult with the Corporate Compliance Officer or the Compliance Committee
      before selling at unreasonably low prices or engaging in any bundling
      practices; and

o     Keep the Corporate Compliance Officer or the Compliance Committee fully
      informed of competitive strategies and conditions in any areas where the
      company may have a significant market position.

      Finally, always immediately inform the Corporate Compliance Officer or the
Compliance Committee if local, state or federal law enforcement officials
request information from the company concerning its operations.

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E.    Unfair Practices in International Business

      Under the Foreign Corrupt Practices Act ("FCPA"), associates of the
company are prohibited from making certain gifts to foreign officials. "Foreign
officials" include not only persons acting in an official capacity on behalf of
a foreign government, agency, department or instrumentality, but also
representatives of international organizations, foreign political parties and
candidates for foreign public office. The gift is "corrupt" under the FCPA if it
is made for the purpose of:

o     Influencing any act or decision of a foreign official in his official
      capacity;
o     Inducing a foreign official to do or omit to do any act in violation of
      his lawful duty;
o     Inducing a foreign official to use his position to affect any decision of
      the government; or
o     Inducing a foreign official to secure any "improper advantage."

      A gift is still "corrupt" even when paid through an intermediary. Any
associate who has any questions whatsoever as to whether a particular gift might
be "corrupt" under the FCPA, please contact the Corporate Compliance Officer or
any member of the Compliance Committee.

VI. GOVERNMENT RELATIONS

      Associates must adhere to the highest standards of ethical conduct in all
relationships with government employees and must not improperly attempt to
influence the actions of any public official.

A.    Government Procurement

      The U.S. Government and many state and local governments have adopted
comprehensive laws and regulations governing their purchases of products from
private contractors. These laws and regulations are intended to assure that
governmental entities receive pricing, terms, and conditions equivalent to those
granted to the company's most favored commercial customers and that there is
full and open competition in contracting.

      When selling products or services to government procurement agencies, the
company is accountable for complying with all applicable procurement laws,
regulations, and requirements. Certifications to, and contracts with, government
agencies are to be signed by a company associate authorized by the Board of
Directors to sign such documents, based upon knowledge that all requirements
have been fully satisfied.

B.    Payments to Officials

      Payments or gifts shall not be made directly or indirectly to any
government official or associate if the gift or payment is illegal under the
laws of the country having jurisdiction over the transaction, or if it is for
the purpose of influencing or inducing the recipient to do, or omit to do, any
act in violation of his or her lawful duty. Under no circumstances should gifts
be given to employees of the United States Government.

C.    Political Contributions

      Company funds, property or services may not be contributed to any
political party or committee, or to any candidate for or holder of any office of
any government. This policy does not preclude, where lawful, company
expenditures to support or oppose public referendum or separate ballot issues,
or, where lawful and when reviewed and approved in advance by the Compliance
Committee, the formation and operation of a political action committee.

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VII. COMPLIANCE WITH LAWS, RULES AND REGULATIONS

A.    Insider Trading Policy

      The company expressly forbids any associate from trading on material
non-public information or communicating material non-public information to
others in violation of the law. This conduct is frequently referred to as
"insider trading." This policy applies to every associate of the company and
extends to activities both within and outside their duties to the company,
including trading for a personal account.

      The concept of who is an "insider" is broad. It includes officers,
directors and employees of a company. In addition, a person can be a "temporary
insider" if he or she enters into a special confidential relationship in the
conduct of a company's affairs and as a result is given access to information
solely for the company's purpose. A temporary insider can include, among others,
a company's investment advisors, agents, attorneys, accountants and lending
institutions, as well as the employees of such organizations. An associate may
also become a temporary insider of another company with which our company has a
contractual relationship, to which it has made a loan, to which it provides
advice or for which it performs other services.

      Trading on inside information is not a basis for liability unless the
information is material. This is information that a reasonable investor would
consider important in making his or her investment decisions, or information
that is likely to have a significant effect on the price of a company's
securities.

      Information is non-public until it has been effectively communicated to
the marketplace. Tangible evidence of such dissemination is the best indication
that the information is public. For example, information found in a report filed
with the Securities and Exchange Commission or appearing in a national newspaper
would be considered public.

B.    Equal Employment Opportunity

      The company makes employment-related decisions without regard to a
person's race, color, religious creed, age, sex, sexual orientation, marital
status, national origin, ancestry, present or past history of mental disorder,
mental retardation, learning disability or physical disability, including, but
not limited to, blindness and genetic predisposition, or any other factor
unrelated to a person's ability to perform the person's job. "Employment
decisions" generally mean decisions relating to hiring, recruiting, training,
promotions and compensation, but the term may encompass other employment actions
as well.

      The company encourages its associates to bring any problem, complaint or
concern regarding any alleged employment discrimination to the attention of the
Human Resources Department. Associates who have concerns regarding conduct they
believe is discriminatory should also feel free to make any such reports to the
Corporate Compliance Officer, a member of the Compliance Committee, or the
Hotline.

C.    Sexual Harassment Policy

      The company is committed to maintaining a collegial work environment in
which all individuals are treated with respect and dignity and which is free of
sexual harassment. In keeping with this commitment, the company will not
tolerate sexual harassment of associates by anyone, including any supervisor,
co-worker, vendor, client or customer, whether in the workplace, at assignments
outside the workplace, at company-sponsored social functions or elsewhere.

D.    Health, Safety & Environment Laws

      Health, safety, and environmental responsibilities are fundamental to the
company's values. Associates are responsible for ensuring that the company
complies with all provisions of the health, safety, and environmental laws of
the United States and of other countries where the company does business.

      The penalties that can be imposed against the company and its associates
for failure to comply with health, safety, and environmental laws can be
substantial, and include imprisonment and fines.

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VIII. REPORTING VIOLATIONS UNDER THE CODE: NON-RETALIATION POLICY

A.    Obligation to Make Reports; Procedure

      Any associate of the company having any information or knowledge regarding
the existence of any violation or suspected violation of the Code has a duty to
report the violation or suspected violation to the Hotline, the Corporate
Compliance Officer, or any other member of the Compliance Committee. Associates
are also encouraged to raise any issues or concerns regarding the Company's
business or operations. Failure to report suspected or actual violations is
itself a violation of the Code and may subject the associate to disciplinary
action, up to and including termination of employment or legal action. Reports
may be made on a completely confidential and anonymous basis. To the extent any
investigation is necessitated by a report, the Company will endeavor to keep the
proceedings and the identity of the reporting associate confidential to the
fullest extent required by applicable law.

B.    Anti-Retaliation Pledge

      Any associate who reports a suspected violation under the Code by the
company, or its agents acting on behalf of the company, or who raises issues or
concerns regarding the company's business or operations, to the Hotline, the
Corporate Compliance Officer or any other member of the Compliance Committee,
may not be fired, demoted, reprimanded or otherwise harmed for, or because of,
the reporting of the suspected violation, issues or concerns, regardless of
whether the suspected violation involves the associate, the associate's
supervisor or senior management of the company. In addition, any associate who
reports a suspected violation under the Code which the associate reasonably
believes constitutes a violation of a federal statute by the company, or its
agents acting on behalf of the company, to a federal regulatory or law
enforcement agency, may not be reprimanded, discharged, demoted, suspended,
threatened, harassed or in any manner discriminated against in the terms and
conditions of the associate's employment for, or because of, the reporting of
the suspected violation, regardless of whether the suspected violation involves
the associate, the associate's supervisor or senior management of the company.

IX. QUESTIONS UNDER THE CODE AND WAIVER PROCEDURES

      Associates are encouraged to consult with the Corporate Compliance Officer
and Compliance Committee about any uncertainty or questions they may have under
the Code.

      If any situation should arise where a course of action would likely result
in a violation of the Code but for which the associate thinks that a valid
reason for the course of action exists, the associate should contact the
Corporate Compliance Officer or a member of the Compliance Committee to obtain a
waiver prior to the time the action is taken. No waivers will be granted after
the fact for actions already taken. Except as noted below, the Compliance
Committee will review all the facts surrounding the proposed course of action
and will determine whether a waiver from any policy in the Code should be
granted.

      Waiver Procedures for Executive Officers and Directors. Waiver requests by
an executive officer or member of the Board of Directors shall be referred by
the Compliance Committee, with its recommendation, to the Board of Directors or
a committee thereof for consideration. If either (i) a majority of the
independent directors on the Board of Directors, or (ii) a committee comprised
solely of independent directors agrees that the waiver should be granted, it
will be granted. The company will disclose the nature and reasons for the waiver
on a Form 8-K to be filed with the Securities and Exchange Commission within
five days. If the Board denies the request for a waiver, the waiver will not be
granted and the associate may not pursue the intended course of action.

      It is the company's policy only to grant waivers from the Code in limited
and compelling circumstances.

<PAGE>

X. FREQUENTLY ASKED QUESTIONS AND ANSWERS

      The following questions and answers address each associate's obligation to
comply with the Code. The company has attempted to design procedures that ensure
maximum confidentiality and, most importantly, freedom from the fear of
retaliation for complying with and reporting violations under the Code.

Q:    Do I have a duty to report violations under the Code?

A:    Yes, participation in the Code and its compliance program is mandatory.
You must immediately report any suspected or actual violation of the Code to the
Hotline, the Corporate Compliance Officer or a member of the Compliance
Committee. The Company will keep reports confidential to the fullest extent
required by applicable law. Failure to report suspected or actual violations is
itself a violation of the Code and may subject you to disciplinary action, up to
and including termination of employment or legal action.

Q:    I'm afraid of being fired for raising questions or reporting violations
under the Code. Will I be risking my job if I do?

A:    The Code contains a clear non-retaliation policy, meaning that if you in
good faith report a violation of the Code by the company, or its agents acting
on behalf of the company, to the Hotline, the Corporate Compliance Officer or
another member of the Compliance Committee, the Company will undertake to
protect you from being fired, demoted, reprimanded or otherwise harmed for
reporting the violation, even if the violation involves you, your supervisor, or
senior management of the company. You are entitled to make the report on a
confidential and anonymous basis. To the extent an investigation must be
initiated, the Company will keep confidential any report you make to the
Corporate Compliance Officer or another member of the Compliance Committee to
the extent required by applicable law.

      In addition, if you report a suspected violation under the Code which you
reasonably believe constitutes a violation of a federal statute by the company,
or its agents acting on behalf of the company, to a federal regulatory or law
enforcement agency, you may not be reprimanded, discharged, demoted, suspended,
threatened, harassed or in any manner discriminated against in the terms and
conditions of your employment for reporting the suspected violation, regardless
of whether the suspected violation involves you, your supervisor or senior
management of the company.

Q:    How are suspected violations investigated under the Code?

A:    When a suspected violation is reported to the Hotline, the Corporate
Compliance Officer or a member of the Compliance Committee, the Compliance
Committee will gather information about the allegation by interviewing the
associate reporting the suspected violation, the associate who is accused of the
violation and/or any co-workers or associates of the accused associates to
determine if a factual basis for the allegation exists. The reporting
associate's immediate supervisor will not be involved in the investigation if
the reported violation involved that supervisor. The Company will keep the
identity of the reporting associate confidential to the fullest extent required
by applicable law.

      If the report is not substantiated, the reporting associate will be
informed and at that time will be asked for any additional information not
previously communicated. If there is no additional information, the Corporate
Compliance Officer will close the matter as unsubstantiated.

      If the allegation is substantiated, the Compliance Committee will make a
judgment as to the degree of severity of the violation and the appropriate
disciplinary response. In more severe cases, the Compliance Committee will make
a recommendation to the Board of Directors of the company for its approval. The
Board's decision as to disciplinary and corrective action will be final. In the
case of less severe violations, the Corporate Compliance Officer may refer the
violation to the Human Resources Department for appropriate disciplinary action.

      The Compliance Committee shall provide a summary of all matters considered
under the Code to the Board of Directors or a committee thereof at each regular
meeting thereof, or sooner if warranted by the severity of the matter.

Q:    Do I have to participate in any investigation under the Code?

<PAGE>

A:    Your full cooperation with any pending investigation under the Code is a
condition of your continued relationship with the company. The refusal to
cooperate fully with any investigation is a violation of the Code and grounds
for discipline, up to and including termination.

Q:    What are the consequences of violating the Code?

A:    As explained above, associates who violate the Code may be subject to
discipline, up to and including termination of employment. Associates who
violate the Code may simultaneously violate federal, state, local or foreign
laws, regulations or policies. Such associates may be subject to prosecution,
imprisonment and fines, and may be required to make reimbursement to the
company, the government or any other person for losses resulting from the
violation. They may be subject to punitive or treble damages depending on the
severity of the violation and applicable law.

Q:    What if I have questions under the Code or want to obtain a waiver under
      any provision of the Code?

A:    The Corporate Compliance Officer and any member of the Compliance
Committee can help answer questions you may have under the Code. Particularly
difficult questions will be answered with input from the Compliance Committee as
a whole. In addition, Section IX of the Code provides information on how you may
obtain a waiver from the Code; waivers will be granted only in very limited
circumstances. You should never pursue a course of action that is unclear under
the Code without first consulting the Corporate Compliance Officer or the
Compliance Committee, and if necessary, obtaining a waiver from the Code.