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                                                                    EXHIBIT 10.2

                           PRISM SOFTWARE CORPORATION

                                 CODE OF ETHICS

         The Board of Directors of Prism Software Corporation has adopted this
Code of Ethics for all its officers and other personnel.

         This Code has been reasonably designed to deter wrongdoing and to
promote:

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

         o    Full, fair, accurate, timely, and understandable disclosure in
              reports and documents that are filed with the Securities and
              Exchange Commission and in other public communications;

         o    Compliance with applicable governmental laws, rules and
              regulations;

         o    The prompt internal reporting to an appropriate person or persons
              identified in this Code of violations of this Code; and

         o    Accountability for adherence to this Code.

I. HONEST AND ETHICAL CONDUCT NEEDS TO BE BOTH THE TRUTH AND FAIR TO ALL
CONCERNED.

         Prism personnel are expected to act and perform their duties ethically
and honestly. Honest conduct is considered to be conduct that is free from fraud
or deception. Ethical conduct is considered to be conduct conforming to accepted
professional standards of conduct. Ethical conduct includes the ethical handling
of actual or apparent conflicts of interest between personal and professional
relationships, as discussed below.

II. CONFLICTS OF INTEREST

         A conflict of interest exists where the interests or benefits of one
person or entity conflict or appear to conflict with the interests or benefits
of Prism. While it is not possible to describe every situation in which a
conflict of interest may arise, Prism Personnel must never use or attempt to use
their position with Prism to obtain improper personal benefits. All Prism
personnel who are aware of a conflict of interest, or are concerned that a
conflict might develop, are required to discuss the matter promptly with a
higher level of management or discuss the matter with any member of the Board of
Directors.



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III. DISCLOSURE

         Prism Officers are responsible for ensuring that the disclosure in
Prism's periodic reports is full and accurate. In doing so, they should take
such action as is reasonably appropriate to (i) establish and comply with
disclosure controls and procedures and accounting and financial controls that
are designed to ensure that material information relating to Prism is made known
to them; (ii) confirm that Prism's periodic reports comply with the requirements
of the Securities Exchange Act of 1934; and (iii) ensure that information
contained in Prism's periodic reports fairly presents in all material respects
its financial condition and results of operations.

         Prism Officers may not knowingly (i) make materially false or
misleading entries in its financial statements or records; (ii) fail to correct
materially false and misleading financial statements or records; (iii) sign a
document containing materially false and misleading information; or (iv) falsely
respond, or fail to respond, to specific inquiries of its independent auditors
or legal counsel.

IV. INTERNAL REPORTING

         Prism personnel shall take all appropriate action to stop any known
misconduct by fellow Prism Officers or personnel that violate this Code. To this
end, Prism Officers and personnel should report any known or suspected
misconduct to the President, Chief Financial Officer or to the Chair of the
Board of Directors.

V. ACCOUNTABILITY

         Any violation of this Code may result in disciplinary action, including
termination, and legal proceedings. This Code is a statement of certain
principles, policies and procedures that govern the Prism personnel in the
conduct of Prism's business and is not intended to create any rights in any
employee, customer, supplier, competitor, shareholder or any other person or
entity.

VI. WAIVERS AND AMENDMENTS OF THE CODE

         Prism is committed to continuously reviewing and updating its policies
and procedures. Therefore, this Code is subject to modification. Any amendment
or waiver of any provision of this Code must be approved in writing by the Board
of Directors and promptly disclosed pursuant to applicable laws and regulations.