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Exhibit 99.4



NTL EUROPE, INC.

CODE OF BUSINESS CONDUCT AND ETHICS



Adopted as of January 10, 2003





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Dear Directors/Employees/Colleagues/Associates:

The good name and reputation of NTL Europe, Inc., a Delaware corporation
(together with its subsidiaries, the Company) are a result of the dedication
and hard work of its employees. Together, we are responsible for preserving
and enhancing this reputation, a task that is fundamental to our continued
well-being. Our goal is not just to comply with the laws and regulations that
apply to our business; we also strive to abide by the highest principles of
business ethics.

We set forth in the succeeding pages the Companys Code of Business
Conduct and Ethics (the Code), which has been approved by our Board of
Directors. The purpose of the Code is to reinforce and enhance the Companys
commitment to an ethical way of doing business. The contents of the Code are
not new, however. The policies set forth here are part of the Companys
long-standing tradition of high ethical standards.

All employees are expected to comply with the policies set forth in the
Code. Read the Code carefully and make sure that you understand it, the
consequences of non-compliance, and the Codes importance to the success of the
Company. If you have any questions, speak to your supervisor, the Companys
Compliance Officer or any of the other resources identified in this booklet.
The Code cannot and is not intended to cover every applicable situation or law
or provide answers to all questions that might arise; for that we must
ultimately rely on each persons good sense of what is right, including a sense
of when it is proper to seek guidance from others on the appropriate course of
conduct.

We at the Company are committed to providing the best and most competitive
service to our customers. Adherence to the policies set forth in the Code will
help us achieve this goal.



| | Sincerely,
| | ----------



| | Jeffrey Brodsky, Chief Executive Officer
| | ----------------------------------------





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Table of Contents

|                                                        |                                                          |                                                     |    |      |    | 
|------------------------------------------------------- | -------------------------------------------------------- | --------------------------------------------------- | -- | ---- | -- | 
|                                                        |                                                          |                                                     |    | Page
|                                                        |                                                          |                                                     |    |     
|PUTTING THE CODE OF BUSINESS CONDUCT AND ETHICS TO WORK |                                                          |                                                     | 1  |     
|                                                        | About the Code of Business Conduct and Ethics            |                                                     |    | 1    |   
|                                                        | Meeting Our Shared Obligations                           |                                                     |    | 1    |   
|RESPONSIBILITY TO OUR ORGANIZATION                      |                                                          |                                                     | 1  |     
|                                                        | Compliance with Governmental Laws, Rules and Regulations |                                                     |    | 2    |   
|                                                        | Conflicts of Interest                                    |                                                     |    | 2    |   
|                                                        |                                                          | Improper Personal Benefits from the Company         |    |      | 2  | 
|                                                        |                                                          | Financial Interests in Other Businesses             |    |      | 2  | 
|                                                        |                                                          | Business Arrangements with the Company              |    |      | 3  | 
|                                                        |                                                          | Outside Employment or Activities With a Competitor  |    |      | 3  | 
|                                                        |                                                          | Outside Employment With a Customer or Supplier      |    |      | 3  | 
|                                                        |                                                          | Charitable, Government and Other Outside Activities |    |      | 3  | 
|                                                        |                                                          | Family Members Working In The Industry              |    |      | 3  | 
|                                                        | Corporate Opportunities                                  |                                                     |    | 4    |   
|                                                        | Entertainment, Gifts and Gratuities                      |                                                     |    | 4    |   
|                                                        |                                                          | Receipt of Gifts and Entertainment                  |    |      | 5  | 
|                                                        |                                                          | Offering Gifts and Entertainment                    |    |      | 5  | 
|                                                        | Protection and Proper Use of Company Assets              |                                                     |    | 6    |   
|                                                        | Company Books and Records                                |                                                     |    | 6    |   
|                                                        | Record Retention                                         |                                                     |    | 6    |   
|                                                        | Confidential Information                                 |                                                     |    | 7    |   
|                                                        | Trademarks, Copyrights and Other Intellectual Property   |                                                     |    | 8    |   
|                                                        |                                                          | Trademarks                                          |    |      | 8  | 
|                                                        |                                                          | Copyright Compliance                                |    |      | 8  | 
|                                                        |                                                          | Intellectual Property Rights of Others              |    |      | 8  | 
|                                                        | Computer and Communication Resources                     |                                                     |    | 8    |   
|                                                        | Responding to Inquiries from the Press and Others        |                                                     |    | 9    |   
|FAIR DEALING                                            |                                                          |                                                     | 9  |     
|                                                        | Antitrust (Competition) Laws                             |                                                     |    | 10   |   
|                                                        | Conspiracies and Collaborations Among Competitors        |                                                     |    | 10   |   
|                                                        | Distribution Issues                                      |                                                     |    | 11   |   
|                                                        | Penalties                                                |                                                     |    | 11   |   
|                                                        | Gathering Information About the Companys Competitors    |                                                     |    | 12   |   
|RESPONSIBILITY TO OUR PEOPLE                            |                                                          |                                                     | 12 |     
|                                                        | Respecting One Another                                   |                                                     |    | 12   |   
|                                                        | Employee Privacy                                         |                                                     |    | 12   |   
|                                                        | Equal Employment Opportunity and Nondiscrimination       |                                                     |    | 13   |   
|                                                        | Sexual and Other Forms of Harassment                     |                                                     |    | 13   |   
|                                                        |                                                          | Sexual Harassment                                   |    |      | 13 | 
|                                                        |                                                          | Other Forms of Harassment                           |    |      | 14 | 

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|                                      |                                                            |                                           |    |      |    | 
|------------------------------------- | ---------------------------------------------------------- | ----------------------------------------- | -- | ---- | -- | 
|                                      |                                                            |                                           |    | Page
|                                      |                                                            |                                           |    |     
|                                      |                                                            | Reporting Responsibilities and Procedures |    |      | 14 | 
|                                      | Safety in the Workplace                                    |                                           |    | 15   |   
|                                      |                                                            | Weapons and Workplace Violence            |    |      | 15 | 
|                                      |                                                            | Drugs and Alcohol                         |    |      | 15 | 
|RESPONSIBILITY TO OUR SECURITYHOLDERS |                                                            |                                           | 15 |     
|INTERACTING WITH GOVERNMENT           |                                                            |                                           | 15 |     
|                                      | Prohibition on Gifts to Government Officials and Employees |                                           |    | 15   |   
|                                      | Political Contributions and Activities                     |                                           |    | 16   |   
|                                      |                                                            | Lobbying Activities                       |    |      | 16 | 
|                                      | Bribery of Foreign Officials                               |                                           |    | 16   |   
|IMPLEMENTATION OF THE CODE            |                                                            |                                           | 17 |     
|                                      | Responsibilities                                           |                                           |    | 17   |   
|                                      | Seeking Guidance                                           |                                           |    | 17   |   
|                                      | Reporting Violations                                       |                                           |    | 17   |   
|                                      | Investigations of Suspected Violations                     |                                           |    | 17   |   
|                                      | Discipline for Violations                                  |                                           |    | 17   |   
|                                      | Waivers of the Code                                        |                                           |    | 18   |   
|                                      | No Rights Created                                          |                                           |    | 18   |   
|                                      | Remember                                                   |                                           |    | 18   |   

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PUTTING THE CODE OF BUSINESS CONDUCT AND ETHICS TO WORK

About the Code of Business Conduct and Ethics

We at the Company are committed to the highest standards of business conduct in
our relationships with each other and with our customers, suppliers,
stockholders and others. This requires that we conduct our business in
accordance with all applicable laws and regulations and in accordance with the
highest standards of business ethics. The Code helps each of us in this
endeavor by providing a statement of the fundamental principles and key
policies and procedures that govern the honest and ethical conduct of our
business.

Our business depends on the reputation of the Company and its employees for
integrity and principled business conduct. Thus, while the Code requires
compliance with all applicable laws, rules and regulations, in many instances,
the policies referenced in the Code go beyond the requirements of applicable
law, rules and regulations.

The Code is a statement of policies for individual and business conduct and
does not, in any way, constitute an employment contract or an assurance of
continued employment. As employees of the Company, we are employed at-will
except when we are covered by an express, written employment agreement. This
means that you may choose to resign your employment at any time, for any reason
or for no reason at all. Similarly, the Company may choose to terminate your
employment at any time, for any legal reason or for no reason at all, pursuant
to the terms and conditions of your employment agreement, if you have one.

The Code will be included as an exhibit to a report filed by the Company under
the Securities Exchange Act of 1934, as amended, and will also be posted on the
Companys Website. In addition, the Companys annual report for each year will
state that the Code is available on the Companys Website, and that the code is
available in print to any stockholder who so requests in a writing directed to
the Secretary of the Company at the Companys principal executive office.

Meeting Our Shared Obligations

Each of us is responsible for knowing and understanding the policies and
guidelines contained in the following pages. If you have questions, ask them;
if you have ethical concerns, raise them.

The Companys Compliance Officer, who is responsible for overseeing and
monitoring compliance with the Code and the other resources set forth in the
Code, is available to answer your questions and provide guidance and for you to
report suspected misconduct. Our conduct should reflect the Companys values,
demonstrate ethical leadership, and promote a work environment that upholds the
Companys reputation for integrity, ethical conduct and trust.

RESPONSIBILITY TO OUR ORGANIZATION

Company employees are expected to dedicate their best efforts to Company
business, conduct Company business in compliance with all applicable laws,
rules and regulations and avoid any actual or apparent conflicts with the
interests of the Company.





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Compliance with Governmental Laws, Rules and Regulations

We each have a duty to conduct the Companys business in compliance with all
applicable governmental laws, rules and regulations.

Conflicts of Interest

In order to maintain the highest degree of integrity in the conduct of the
Companys business and to maintain your independent judgment, you must avoid
any activity or personal interest that creates or appears to create a conflict
between your interests and the interests of the Company. A conflict of
interest occurs when your private interests interfere in any way, or even
appear to interfere, with the interests of the Company as a whole. A conflict
situation can arise when you take actions or have interests that make it
difficult for you to perform your company work objectively and effectively.

You should never act in a manner that could cause you to lose your independence
and objectivity or that could adversely affect the confidence of our customers
and suppliers or your fellow employees in the integrity of the Company or its
procedures. Although we cannot list every conceivable conflict, following are
some common examples that illustrate actual or apparent conflicts of interest
that should be avoided:

Improper Personal Benefits from the Company

Conflicts of interest arise when an employee, officer or director, or a member
of his or her family, receives improper personal benefits as a result of his or
her position in the Company. You may not accept any benefits from the Company
that have not been duly authorized and approved pursuant to Company policy and
procedure, including any Company loans or guarantees of your personal
obligations.

Financial Interests in Other Businesses

Company employees and their immediate families may not have an ownership
interest in any other enterprise if that interest compromises or appears to
compromise the employees loyalty to the Company. For example, in general, you
may not own an interest in a company that competes with the Company. Also, in
general, you may not own an interest in a company that does business with the
Company (such as a Company customer or supplier) without the prior written
approval of the Companys Compliance Officer. Executive officers and members
of the Board of Directors must obtain the written approval of the Audit
Committee of the Board of Directors before making any such investment.
However, it is not typically considered a conflict of interest (and therefore,
prior approval is not required) to make investments with a total value of no
more than two percent (2%) of your annual compensation in competitors,
customers or suppliers that are listed on a national or international
securities exchange.

2



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Business Arrangements with the Company

Without prior written approval from the Companys Compliance Officer, you may
not participate in a joint venture, partnership or other business arrangement
with the Company or any of its affiliates. (Executive officers and members of
the Board of Directors must obtain the prior written approval of the Audit
Committee of the Board of Directors before participating in such an
arrangement.)

Outside Employment or Activities With a Competitor

Simultaneous employment with or serving as a director of a competitor of the
Company is strictly prohibited, as is any activity that is intended to or that
you should reasonably expect to advance a competitors interests. You may not
market products or services in competition with the Companys current or
potential business activities. It is your responsibility to consult with the
Companys Compliance Officer to determine whether a planned activity will
compete with any of the Companys business activities before you pursue the
activity in question.

Outside Employment With a Customer or Supplier

Without prior written approval from the Companys Compliance Officer, other
than for commercial services obtained in the ordinary course of business, you
may not be a business customer or be employed by, serve as a director of or
represent a customer of the Company. Similarly, without prior written approval
from the Companys Compliance Officer, you may not be a supplier or be employed
by, serve as a director of or represent a supplier to the Company. (Executive
officers and members of the Board of Directors must obtain the prior written
approval of the Audit Committee of the Board of Directors before participating
in such an arrangement.) Nor may you accept, directly or indirectly, money or
benefits of any kind as compensation or payment for any advice or services that
you may provide to a client, supplier or anyone else in connection with its
business with the Company.

Charitable, Government and Other Outside Activities

The Company encourages all employees to participate in projects and causes that
further the welfare of our local communities. However, you must obtain the
prior written approval of the Companys Compliance Officer before serving as a
director or trustee of any charitable, not-for-profit, for-profit, or other
entity (other than a housing association or flat-management company) or before
running for election or seeking appointment to any government-related position.
Executive officers and members of the Board of Directors must obtain the prior
written approval of the Audit Committee of the Board of Directors.

Family Members Working In The Industry

You may find yourself in a situation where your spouse or significant other,
your children, parents, or in-laws, or someone else with whom you have a
familial relationship is a competitor, supplier or customer of the Company or
is employed by one. Such situations are not prohibited, but they call for
extra sensitivity to security, confidentiality and conflicts of interest.

3



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There are several factors to consider in assessing such a situation. Among
them: the relationship between the Company and the other company; the nature
of your responsibilities as a Company employee and those of the other person;
and the access each of you has to your respective employers confidential
information. Such a situation, however harmless it may appear to you, could
arouse suspicions among your associates that might affect your working
relationships. The very appearance of a conflict of interest can create
problems, regardless of the propriety of your behavior.

Compliance with this standard requires full disclosure on the part of all
Company personnel. Accordingly, you must disclose all actual or potential
conflicts of interest, and any material transaction or relationship that
reasonably could be expected to give rise to such a conflict, to your
supervisor, the Companys Compliance Officer or a member of the Audit Committee
of the Board of Directors, so that the Company can determine whether a conflict
exists and if so, what actions should be taken to eliminate or avoid the
conflict. In addition, at least once per year the Company will distribute a
conflict of interest questionnaire to all directors, officers, managers and
certain other employees. Persons to whom the conflict of interest
questionnaire is distributed must answer all questions fully and accurately and
must certify as to the accuracy of the information given.

Responses to the conflict of interest questionnaire will be reviewed by the
Companys Compliance Officer, who will collect any additional information or
documentation needed or helpful, determine whether actual or potential
conflicts exist, and whether a resolution or mitigation plan is required to
address such actual or potential conflicts.

The Companys Compliance Officer will then classify questionnaire responses
into appropriate categories and will submit the completed conflict of interest
questionnaires to the Audit Committee of the Board of Directors with
recommendations of any specific mitigation plans needed to address in an
ethical manner identified conflicts or potential conflicts.

Corporate Opportunities

As employees, officers and directors of the Company, we owe a duty to the
Company to advance its legitimate interests when the opportunity to do so
arises.You may not take for yourself personally opportunities that are
discovered through the use of corporate property, information or position or
use corporate property, information or position for personal gain. Nor may you
compete with the Company.

Entertainment, Gifts and Gratuities

When you are involved in making business decisions on behalf of the Company,
your decisions must be based on uncompromised objectivity of judgment.
Employees interacting with any person who has business dealings with the
Company (including suppliers, customers, competitors, contractors and
consultants) must conduct such activities in the best interest of the Company,
using consistent and unbiased standards. Company employees must not accept any
gifts, entertainment or gratuities that could influence or be perceived to
influence our sourcing, purchasing and other decisions, or be in a position to
derive any direct or indirect benefit or interest from a party having business
dealings with the Company.

4



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Receipt of Gifts and Entertainment

You must not accept any gifts, entertainment or gratuities that could influence
or be perceived to influence your business decisions on behalf of the Company,
or be in a position to derive any direct or indirect benefit or interest from a
party having business dealings with the Company. You must never request or ask
for gifts, entertainment or any other business courtesies from people doing
business with the Company.

Unsolicited gifts and business courtesies, including meals and entertainment,
are permissible if they are customary and commonly accepted business
courtesies; not excessive in value; and given and accepted without an express
or implied understanding that you are in any way obligated by your acceptance
of the gift. Gifts that are extravagant in value or unusual in nature should
not be accepted without the prior written approval of your supervisor or the
Companys Compliance Officer.

Gifts of cash or cash equivalents (including gift certificates, securities,
below-market rate loans, etc.) in any amount are prohibited and must be
returned promptly to the donor.

Offering Gifts and Entertainment

When you are providing a gift, entertainment or other accommodation in
connection with Company business, you must do so in a manner that is in good
taste and without excessive expense. You may not furnish or offer to furnish
any gift that is of more than token value or that goes beyond the common
courtesies associated with accepted business practices. You should follow the
above guidelines for receiving gifts in determining when it is appropriate to
give gifts and when prior written approval from your supervisor or the
Companys Compliance Officer is required.

Our suppliers and customers likely have gift and entertainment policies of
their own. You must be careful never to provide a gift or entertainment that
violates the other companys gift and entertainment policy.

What is acceptable in the commercial business environment may be entirely
unacceptable in dealings with the government. There are strict laws in the
United States that govern providing gifts, including meals, entertainment,
transportation and lodging, to government officials and employees. You are
prohibited from providing gifts or anything of value to United States
government officials or employees or members of their families in connection
with Company business without prior written approval from the Companys
Compliance Officer. For more information, see the section of the Code
regarding Interacting with Government.

Giving or receiving anypayment or gift in the nature of a bribe or kickback is
absolutely prohibited.

If you encounter an actual or potential conflict of interest, face a situation
where declining the acceptance of a gift may jeopardize a Company relationship,
are requested to pay a bribe or provide a kickback, or encounter a suspected
violation of this policy, you must report the situation to the Companys
Compliance Officer immediately.

5



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Protection and Proper Use of Company Assets

We each have a duty to protect the Companys assets and ensure their efficient
use. Theft, carelessness and waste have a direct impact on the Companys
profitability. We should take measures to prevent damage to and theft or
misuse of Company property. When you leave the Company, all the Company
property must be returned to the Company. Except as specifically authorized by
the Company, Company assets, including Company time, equipment, materials,
resources and proprietary information, must be used for legitimate business
purposes only.

Company Books and Records

You must complete all Company documents accurately, truthfully, and in a timely
manner, including all travel and expense reports. When applicable, documents
must be properly authorized. You must record the Companys financial
activities in compliance with all applicable laws and accounting practices.
The making of false or misleading entries, records or documentation is strictly
prohibited. You must never create a false or misleading report or make a
payment or establish an account on behalf of the Company with the understanding
that any part of the payment or account is to be used for a purpose other than
as described by the supporting documents.

Record Retention

In the course of its business, the Company produces and receives large numbers
of documents. Numerous laws require the retention of certain Company documents
for various periods of time. The Company is committed to compliance with all
applicable laws and regulations relating to the preservation of records. The
Companys policy is to identify, maintain, safeguard and destroy or retain all
records in the Companys possession on a systematic and regular basis. Under
no circumstances are Company records to be destroyed selectively or to be
maintained outside Company premises or designated storage facilities.

If you become aware of a subpoena or other order for the production of
documents or a pending, imminent or contemplated litigation or government or
regulatory investigation, you should immediately contact the Companys
Compliance Officer.

You must retain and preserve ALL records that may be responsive to the
subpoena/document production order or relevant to the litigation or that may
pertain to the investigation until you are advised by the Companys Compliance
Officer as to how to proceed. You must not destroy any such records in your
possession or control. You must also affirmatively preserve from destruction
all relevant records that without intervention would automatically be destroyed
or erased (such as e-mails and voicemail messages).

Destruction of such records, even if inadvertent, could seriously prejudice the
Company. Any questions regarding whether a particular record pertains to a
pending, imminent or contemplated investigation or litigation or may be
responsive to a subpoena/document production order or regarding how to preserve
particular types of records should be directed to the Companys Compliance
Officer.

6



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Confidential Information

All employees may learn, to a greater or lesser degree, facts about the
Companys business, plans, finances, strategies, operations or secrets of
success that are not known to the general public or to competitors. Sensitive
information such as customer data, the terms offered or prices charged to
particular customers, marketing or strategic plans, product specifications and
production techniques are examples of the Companys confidential information or
trade secrets.

Confidential information includes all non-public information that might be
of use to competitors, or harmful to the Company or its customers, if
disclosed. During the course of performing your responsibilities, you may
obtain information concerning possible transactions with other companies or
receive confidential information concerning other companies, such as our
customers, which the Company may be under an obligation to maintain as
confidential.

You must maintain the confidentiality of information entrusted to you by the
Company or its customers, except when disclosure is authorized or legally
mandated. Employees who possess or have access to confidential information or
trade secrets must:



| |  |  | Not use the information for their own benefit or the benefit
of persons inside or outside of the Company;                                                                                                                                                                                                                  
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Carefully guard against disclosure of that information to
people outside the Company. For example, you should not discuss
such matters with family members or business or social acquaintances
or in places where the information may be overheard, such as taxis,
public transportation, elevators (lifts) or restaurants;
|
| |  |  | Not disclose confidential information to another Company
employee unless the employee requires the information to carry out
business responsibilities; and                                                                                                                                                                 
|
| |  |  | Comply with the Statement of Company Policy on Securities
Trades by Company Personnel.                                                                                                                                                                                                                                     

Confidentiality Agreements are commonly used when the Company needs to disclose
confidential information to suppliers, consultants, joint venture participants,
or others. A Confidentiality Agreement puts the person receiving confidential
information on notice that he or she must maintain the secrecy of such
information. If, in doing business with persons not employed by the Company,
you foresee that you may need to disclose confidential information, you should
contact the Companys Compliance Officer and discuss the utility of entering
into a Confidentiality Agreement.

Your obligation to treat information as confidential does not end when you
leave the Company. Upon the termination of your employment, you must return
everything that belongs to the Company, including all documents and other
materials containing Company and customer confidential information. You must
not disclose confidential information to a new employer or to others after
ceasing to be a Company employee.
7

You may not disclose your previous employers confidential information to the
Company. Of course, you may use general skills and knowledge acquired during
your previous employment.

Trademarks, Copyrights and Other Intellectual Property

Trademarks

Our logos and the name NTL Europe, Inc. are examples of Company trademarks.
You must always properly use our trademarks and advise the Companys Compliance
Officer of infringements by others. Similarly, the trademarks of third parties
must be used properly.

Copyright Compliance

Works of authorship such as books, articles, drawings, computer software and
other such materials may be covered by copyright laws. It is a violation of
those laws and of the Companys policies to make unauthorized copies of or
derivative works based upon copyrighted materials. The absence of a copyright
notice does not necessarily mean that the materials are not copyrighted.

The Company licenses the use of much of its computer software from outside
companies. In most instances, this computer software is protected by
copyright. You may not make, acquire or use unauthorized copies of computer
software. Any questions concerning copyright laws should be directed to the
Companys Compliance Officer.

Intellectual Property Rights of Others

It is Company policy not to infringe upon the intellectual property rights of
others. When using the name, trademarks, logos or printed materials of another
company, including any such uses on the Companys Websites, you must do so
properly and in accordance with applicable law. If you have questions, please
contact the Companys Compliance Officer.

Computer and Communication Resources

The Companys computer and communication resources, including computers,
voicemail and e-mail, provide substantial benefits, but they also present
significant security and liability risks to you and the Company. It is
extremely important that you take all necessary measures to secure your
computer and any computer or voicemail passwords. All sensitive, confidential
or restricted electronic information must be password protected, and, if sent
across the Internet, must be protected by Company-approved encryption software.
If you have any reason to believe that your password or the security of a
Company computer or communication resource has in any manner been compromised,
you must change your password immediately and report the incident to the
Companys Compliance Officer.

When you are using Company resources to send e-mail, voicemail or to access
Internet services, you are acting as a representative of the Company. Any
improper use of these resources may reflect poorly on the Company, damage its
reputation, and expose you and the Company to legal liability.

8



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All of the computing resources used to provide computing and network
connections throughout the organization are the property of the Company and are
intended for use by Company employees to conduct the Companys business. All
e-mail, voicemail and personal files stored on Company computers are Company
property.

You should therefore have no expectation of personal privacy in connection with
these resources.

The Company may, from time to time and at its sole discretion, review any files
stored or transmitted on its computer and communication resources, including
e-mail messages, for compliance with Company policy. Incidental and occasional
personal use of electronic mail and telephones is permitted, but such use
should be minimized and the length of the messages should be kept as short as
possible, as these messages cost the Company in both productive time and money.
Even personal messages on the Companys e-mail and voicemail systems are
Company property.

You should not use Company resources in a way that may be disruptive or
offensive to others or unlawful. At all times when sending e-mail or
transmitting any other message or file, you should not transmit comments,
language, images or other files that you would be embarrassed to have read by
any person. Remember that your private e-mail messages are easily forwarded
to a wide audience. In addition, do not use these resources in a wasteful
manner. Unnecessarily transmitting messages and other files wastes not only
computer resources, but also the time and effort of each employee having to
sort and read through his or her own e-mail.

Use of computer and communication resources must be consistent with all other
Company policies, including those relating to harassment, privacy, copyright,
trademark, trade secret and other intellectual property considerations.

Responding to Inquiries from the Press and Others

Company employees who are not official Company spokespersons may not speak with
the press, securities analysts, other members of the financial community,
stockholders or groups or organizations as a Company representative unless
specifically authorized to do so by the Companys Compliance Officer. Requests
for financial or other information about the Company from the media, the press,
the financial community, stockholders or the public should be referred to the
Companys Compliance Officer. Requests for information from regulators or the
government should be referred to the Companys Compliance Officer.

FAIR DEALING

The Company depends on its reputation for quality, service and integrity. The
way we deal with our customers, competitors and suppliers molds our reputation,
builds long-term trust and ultimately determines our success. You should
endeavor to deal fairly with the Companys
customers, suppliers, competitors and employees. We must never take unfair
advantage of others through manipulation, concealment, abuse of privileged
information, misrepresentation of material facts or any other unfair dealing
practice.

9



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Antitrust (Competition) Laws

While the Company competes vigorously in all of its business activities, its
efforts in the marketplace must be conducted in accordance with the letter and
spirit of applicable antitrust and competition laws. While it is impossible to
describe antitrust and competition laws fully in any code of business conduct,
the Code will give you an overview of the types of conduct that are
particularly likely to raise antitrust concerns. If you are or become engaged
in activities similar to those identified in the Code, you should consult the
Companys Compliance Officer for further guidance.

Conspiracies and Collaborations Among Competitors

One of the primary goals of the United States antitrust laws and United Kingdom
and European competition laws is to promote and preserve each competitors
independence when making decisions on price, output, and other competitively
sensitive factors. Some of the most serious offenses are agreements between
competitors that limit independent judgment and restrain trade, such as
agreements to fix prices, restrict output or control the quality of products,
or to divide a market for customers, territories, products or purchases. You
should not agree with any competitor on any of these topics, as these
agreements are virtually always unlawful. (In other words, no excuse will
absolve you and/or the Company of liability.)

Unlawful agreements need not take the form of a written contract or even
express commitments or mutual assurances. Courts can  and do  infer
agreements based on loose talk, informal discussions, or the mere exchange
between competitors of information from which pricing or other collusion could
result. Any communication with a competitors representative, no matter how
innocuous it may seem at the time, may later be subject to legal scrutiny and
form the basis for accusations of improper or illegal conduct. You should take
care to avoid involving yourself in situations from which an unlawful agreement
could be inferred.

By bringing competitors together, trade associations and standard-setting
organizations can raise concerns, even though such groups serve many legitimate
goals. The exchange of sensitive information with competitors regarding topics
such as prices, profit margins, output levels, or billing or advertising
practices can potentially violate antitrust and competition laws, as can
creating a standard with the purpose and effect of harming competition. You
must notify the Companys Compliance Officer before joining any trade
associations or standard-setting organizations. Further, if you are attending a
meeting at which potentially competitive, sensitive topics are discussed
without oversight by an antitrust lawyer (or competition lawyer in Europe), you
should object, leave the meeting, notify the Companys Compliance Officer
immediately and make a note of your actions as soon as you can.

Joint ventures with competitors are not illegal under applicable antitrust and
competition laws. However, like trade associations, joint ventures present
potential antitrust concerns and may also
present merger control concerns. The Companys Compliance Officer should
therefore be consulted before negotiating or entering into such a venture.

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Distribution Issues

Relationships with customers and suppliers can also be subject to a number of
antitrust prohibitions if these relationships harm competition. For example,
it can be illegal for a company to affect competition by agreeing with a
supplier to limit that suppliers sales to any of the companys competitors.
Collective refusals to deal with a competitor, supplier or customer may be
unlawful as well. While a company generally is allowed to decide independently
that it does not wish to buy from or sell to a particular person, when such a
decision is reached jointly with others, it may be unlawful, regardless of
whether it seems commercially reasonable. Finally, it is always unlawful to
restrict a customers re-selling activity through minimum resale price
maintenance (for example, by prohibiting discounts).

Other activities that can raise concerns are:



| |  |  | discriminating in terms and services offered to
customers where a company treats one customer or group of
customers differently than another;                                                                                                                                             
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | exclusive dealing agreements where a company requires a
customer to buy from or a supplier to sell to only that company;                                                                                                                                                                  
|
| |  |  | tying arrangements where a customer or supplier is
required, as a condition of purchasing one product, to also
purchase a second, distinct product;                                                                                                                                       
|
| |  |  | bundled discounts, in which discount or rebate
programs link the level of discounts available on one product to
purchases of separate but related products (for example, pencils
linked to other office supplies); and                                                                  
|
| |  |  | predatory pricing, where a company offers a discount
that results in the sales price of a product being below the
products cost (the definition of cost varies depending on the
court), with the intention of sustaining that price long enough
to drive competitors out of the market.

Because these activities are prohibited under many circumstances, you should
consult the Companys Compliance Officer before implementing any of them.

Penalties

Failure to comply with the antitrust laws could result in the anti-competitive
agreement or conduct in question being unenforceable, large fines for the
Company and, under United States law, jail terms and large fines for
individuals. In addition, private parties may bring civil suits to recover
three times their actual damages, plus attorneys fees and court costs.

The antitrust and competition laws are extremely complex. Because antitrust
and competition lawsuits can be very costly, even when a company has not
violated the antitrust laws and is
cleared in the end, it is important to consult with the Companys Compliance
Officer before engaging in any conduct that even appears to create the basis
for an allegation of wrongdoing. It is far easier to structure your conduct to
avoid misleading impressions than to have to explain

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your conduct in the future
when an antitrust or competition investigation or action is in progress. For
that reason, when in doubt, consult the Companys Compliance Officer with your
concerns.

Gathering Information About the Companys Competitors

It is entirely proper for us to gather information about our marketplace,
including information about our competitors and their products and services.
However, there are limits to the ways that information should be acquired and
used, especially information about competitors. In gathering competitive
information, you should abide by the following guidelines:



| |  |  | We may gather information about our competitors from sources
such as published articles, advertisements, brochures, other
non-proprietary materials, surveys by consultants and conversations
with our customers, as long as those conversations are not likely to
suggest that we are attempting to (a) conspire with our competitors,
using the customer as a messenger or (b) gather information in
breach of a clients confidentiality agreement with a competitor or
through other wrongful means. You should be able to identify the
source of any information about competitors;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | We must never attempt to acquire a competitors trade secrets
or other proprietary information through unlawful means, such as
theft, spying, bribery or breach of a competitors confidentiality
agreement; and                                                                                                                                                                                                                                                                                                                                                                        
|
| |  |  | If there is any indication that information that you obtain
was not lawfully received by the party in possession, you should
refuse to accept it. If you receive any competitive information
anonymously or that is marked confidential, you should not review it
and should contact the Companys Compliance Officer immediately.                                                                                                                                                                                                                                                      

The improper gathering or use of competitive information could subject you and
the Company to criminal and civil liability. When in doubt as to whether a
source of information is proper, you should contact the Companys Compliance
Officer.

RESPONSIBILITY TO OUR PEOPLE

Respecting One Another

The way we treat each other and our work environment affects the way we do our
jobs. All employees want and deserve a work place where they are respected and
appreciated. Everyone who works for the Company must contribute to the
creation and maintenance of such an environment, and supervisors and managers
have a special responsibility to foster a workplace that supports honesty,
integrity, respect and trust.

Employee Privacy

We respect the privacy and dignity of all individuals. The Company collects
and maintains personal information that relates to your employment, including
medical and benefit information. Special care is taken to limit access to
personal information to Company personnel with a need to

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know such information
for a legitimate purpose. Employees who are responsible for maintaining
personal information and those who are provided access to such information must
not disclose private information in violation of applicable law or in violation
of the Companys policies.

Employees should not search for or retrieve items from another employees
workspace without prior approval of that employee or management. Similarly,
you should not use communication or information systems to obtain access to
information directed to or created by others without the prior approval of
management, unless such access is part of your job function and
responsibilities at the Company.

Personal items, messages, or information that you consider to be private should
not be placed or kept in telephone systems, computer or electronic mail
systems, office systems, offices, work spaces, desks, credenzas, or file
cabinets. The Company reserves all rights, to the fullest extent permitted by
law, to inspect such systems and areas and to retrieve information or property
from them when deemed appropriate in the judgment of management.

Equal Employment Opportunity and Nondiscrimination

The Company is an equal opportunity employer in hiring and promoting practices,
benefits and wages. We will not tolerate discrimination against any person on
the basis of race, religion, color, gender, age, marital status, national
origin, sexual orientation, citizenship, Vietnam-era or disabled veteran status
or disability (where the applicant or employee is qualified to perform the
essential functions of the job with or without reasonable accommodation), or
any other basis prohibited by law in recruiting, hiring, placement, promotion,
or any other condition of employment.

You must treat all Company employees, customers, suppliers and others with
respect and dignity.

Sexual and Other Forms of Harassment

Company policy strictly prohibits any form of harassment in the workplace,
including sexual harassment. The Company will take prompt and appropriate
action to prevent and, where necessary, discipline behavior that violates this
policy.

Sexual Harassment

Sexual harassment includes unwelcome sexual advances, requests for sexual
favors and other verbal or physical conduct of a sexual nature when:



| |  |  | submission to such conduct is made a term or condition of
employment;                                                                                                                    
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | submission to or rejection of such conduct is used as a basis for
employment decisions; or                                                                                               
|
| |  |  | such conduct has the purpose or effect of unreasonably interfering
with an individuals work performance or creating an intimidating,
offensive, hostile or humiliating work environment.

Forms of sexual harassment include, but are not limited to, the following:

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| |  |  | verbal harassment, such as unwelcome comments, jokes, or slurs of a
sexual nature;                          
| | - |  | ------------------------------------------------------------------------------------------------------------
|
| |  |  | physical harassment, such as unnecessary or offensive touching, or
impeding or blocking movement; and       
|
| |  |  | visual harassment, such as derogatory or offensive posters, cards,
cartoons, graffiti, drawings or gestures.

Other Forms of Harassment

Harassment on the basis of other characteristics is also strictly prohibited.
Under this policy, harassment is verbal or physical conduct that degrades or
shows hostility or hatred toward an individual because of his or her race,
color, national origin, citizenship, religion, sexual orientation, marital
status, age, mental or physical handicap or disability, veteran status or any
other characteristic protected by law, which



| |  |  | has the purpose or effect of creating an intimidating, hostile, or
offensive work environment; 
| | - |  | -----------------------------------------------------------------------------------------------
|
| |  |  | has the purpose or effect of unreasonably interfering with an
individuals work performance; or
|
| |  |  | otherwise adversely affects an individuals employment.                                        

Harassing conduct includes, but is not limited to, the following: nicknames;
slurs; negative stereotyping; threatening, intimidating or hostile acts; and
written or graphic material that ridicules or shows hostility or aversion to an
individual or group and that is posted on Company premises or circulated in the
workplace.

Reporting Responsibilities and Procedures

If you believe that you have been subjected to harassment of any kind, you
should promptly report the incident to your supervisor, the harassers
supervisor, the Companys Compliance Officeror the Director of Human
Resources. If you feel comfortable doing so, you may also wish to confront the
offender and state that the conduct is unacceptable and must stop. Complaints
of harassment, abuse or discrimination will be investigated promptly and
thoroughly and will be kept confidential to the extent possible. The Company
will not in any way retaliate against any employee for making a good faith
complaint or report of harassment or participating in the investigation of such
a complaint or report.

The Company encourages the prompt reporting of all incidents of harassment,
regardless of who the offender may be, or the offenders relationship to the
Company. This procedure should also be followed if you believe that a
non-employee with whom you are required or expected to work
has engaged in prohibited conduct. Supervisors must promptly report all
complaints of harassment to the Director of Human Resources and the Companys
Compliance Officer.

Any employee who is found to be responsible for harassment, or for retaliating
against any individual for reporting a claim of harassment or cooperating in an
investigation, will be subject to disciplinary action, up to and including
discharge.

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Remember that, regardless of legal definitions, the Company expects employees
to interact with each other in a professional and respectful manner.

Safety in the Workplace

The safety and security of employees is of primary importance. You are
responsible for maintaining our facilities free from recognized hazards and
obeying all Company safety rules. Working conditions should be maintained in a
clean and orderly state to encourage efficient operations and promote good
safety practices.

Weapons and Workplace Violence

No employee may bring firearms, explosives, incendiary devices or any other
weapons into the workplace or any work-related setting, regardless of whether
or not employees are licensed to carry such weapons. Similarly, the Company
will not tolerate any level of violence in the workplace or in any work-related
setting. Violations of this policy must be referred to your supervisor and the
Companys Compliance Officerimmediately. Threats or assaults that require
immediate attention should be reported to the police.

Drugs and Alcohol

The Company intends to maintain a drug-free work environment. Except at
approved Company functions, you may not use, possess or be under the influence
of alcohol on the Company premises.

You cannot use, sell, attempt to use or sell, purchase, possess or be under the
influence of any illegal drug on Company premises or while performing the
Company business on or off the premises.

RESPONSIBILITY TO OUR SECURITYHOLDERS

The Company is committed to providing full, fair, accurate, timely and
understandable disclosure in the Companys reports and documents filed with, or
submitted to, the Securities and Exchange Commission and in other public
communications made by or on behalf of the Company in order to provide the
Companys securityholders with the material information they need in order to
make informed investment decisions.

INTERACTING WITH GOVERNMENT

Prohibition on Gifts to Government Officials and Employees

The various branches and levels of government in the United States have
different laws restricting gifts, including meals, entertainment,
transportation and lodging, that may be provided to government officials and
government employees. You are prohibited from providing gifts, meals or
anything of value to United States government officials or employees or members
of their families without prior written approval from the Companys Compliance
Officer.

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Political Contributions and Activities

Laws of certain jurisdictions prohibit the use of Company funds, assets,
services, or facilities on behalf of a political party or candidate. Payments
of corporate funds to any political party, candidate or campaign may be made
only if permitted under applicable law and approved in writing in advance by
the Companys Compliance Officer.

Your work time may be considered the equivalent of a contribution by the
Company. Therefore, you will not be paid by the Company for any time spent
running for public office, serving as an elected official, or campaigning for a
political candidate. Nor will the Company compensate or reimburse you, in any
form, for a political contribution that you intend to make or have made.

Lobbying Activities

Laws of some jurisdictions require registration and reporting by anyone who
engages in a lobbying activity. Generally, lobbying includes: (1)
communicating with any member or employee of a legislative branch of government
for the purpose of influencing legislation; (2) communicating with certain
government officials for the purpose of influencing government action; or (3)
engaging in research or other activities to support or prepare for such
communication.

So that the Company may comply with lobbying laws, you must notify the
Companys Compliance Officer before engaging in any activity on behalf of the
Company that might be considered lobbying as described above.

Bribery of Foreign Officials

Company policy, the United States Foreign Corrupt Practices Act (the FCPA),
and the laws of many other countries, including the United Kingdom, prohibit
the Company and its officers, employees and agents from giving or offering to
give money or anything of value to a foreign official, a foreign political
party, a party official or a candidate for political office in order to
influence official acts or decisions of that person or entity, to obtain or
retain business, or to secure any improper advantage. A foreign official is an
officer or employee of a government or any department, agency, or
instrumentality thereof, or of certain international agencies, such as the
World Bank or the United Nations, or any person acting in an official capacity
on behalf of one of those entities. Officials of government-owned corporations
are considered to be foreign officials.

Payments need not be in cash to be illegal. The FCPA prohibits giving or
offering to give anything of value. Over the years, many non-cash items have
been the basis of bribery prosecutions, including travel expenses, golf
outings, automobiles, and loans with favorable interest rates or repayment
terms. Indirect payments made through agents, contractors, or other third
parties are also prohibited. Employees may not avoid liability by turning a
blind eye when circumstances indicate a potential violation of the FCPA, or
equivalent laws in other jurisdictions, such as the United Kingdom.

The FCPA does allow for certain permissible payments to foreign officials.
Specifically, the law permits facilitating payments, which are payments of
small value to effect routine government

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actions such as obtaining permits,
licenses, visas, mail, utilities hook-ups and the like. However, determining
what is a permissible facilitating payment involves difficult legal
judgments. Therefore, employees must obtain permission from the Companys
Compliance Officer before making any payment or gift thought to be exempt from
the FCPA.

IMPLEMENTATION OF THE CODE

Responsibilities

While each of us is individually responsible for putting the Code to work, we
need not go it alone. The Company has a number of resources, people and
processes in place to answer our questions and guide us through difficult
decisions.

Copies of the Code are available from the Companys Compliance Officerand on
the Companys Intranet. A statement of compliance with the Code must be signed
by all officers, directors and employees on an annual basis.

Seeking Guidance

The Code cannot provide definitive answers to all questions. If you have
questions regarding any of the policies discussed in the Code or if you are in
doubt about the best course of action in a particular situation, you should
seek guidance from your supervisor, the Companys Compliance Officeror the
other resources identified in the Code.

Reporting Violations

If you know of or suspect a violation of applicable laws, rules or regulations,
the Code, or the Companys related policies, you must immediately report that
information to your supervisor, the Companys Compliance Officer or a member
of the Audit Committee of the Board of Directors. No one will be subject to
retaliation because of a good faith report of suspected misconduct. However,
failure to report a suspected violation of the Code is itself a violation of
the Code and could subject you to disciplinary action, up to and including
suspension or discharge in each case, in accordance with applicable laws.

Investigations of Suspected Violations

All reported violations will be promptly investigated and treated
confidentially to the greatest extent possible. It is imperative that
reporting persons not conduct their own preliminary
investigations. Investigations of alleged violations may involve complex legal
and other issues, and acting on your own may compromise the integrity of an
investigation and adversely affect both you and the Company.

Discipline for Violations

The Company intends to use every reasonable effort to prevent the occurrence of
conduct not in compliance with its Code and to halt any such conduct that may
occur as soon as reasonably possible after its discovery. Company personnel
who violate the Code and/or other Company policies and procedures may be
subject to disciplinary actions, up to and including suspension or

17



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discharge.
In addition, disciplinary measures, up to and including suspension or
discharge, may be taken against anyone who directs or approves infractions or
has knowledge of them and does not promptly report and correct them in
accordance with Company policies.

Waivers of the Code

The Company will waive application of the policies set forth in the Code only
where circumstances warrant granting a waiver, and then only in conjunction
with any appropriate monitoring of the particular situation. Waivers of the
Code for directors and executive officers may be made only by the Audit
Committee of the Board of Directors and must be promptly disclosed as required
by applicable law, rule, regulation or stock exchange requirement.

No Rights Created

The Code is a statement of the fundamental principles and key policies and
procedures that govern the conduct of the Companys business. It is not
intended to and does not create any rights in any employee, client, supplier,
competitor, stockholder or any other person or entity.

Remember

Ultimate responsibility to assure that we as a Company comply with the many
laws, regulations and ethical standards affecting our business rests with each
of us. You must become familiar with and conduct yourself strictly in
compliance with those laws, regulations and standards and the Companys
policies and guidelines pertaining to them.

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ACKNOWLEDGMENT FORM

I have received and read the Code of Business Conduct and Ethics, and I
understand its contents. I agree to comply fully with the standards, policies
and procedures contained in the Code and the Companys related policies and
procedures. I understand that I have an obligation to report to my supervisor,
the Companys Compliance Officeror a member of the Audit Committee of the
Board of Directors any suspected violations of the Code that I am aware of. I
acknowledge that the Code is a statement of policies for business conduct and
does not, in any way, constitute an employment contract or an assurance of
continued employment.

| |  |             
| |  | ------------
| |  |             
| |  |             
| |  | Printed Name
| |  |             
| |  |             
| |  | Signature   
| |  |             
| |  |             
| |  | Date        

19