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Exhibit 14.1

IPC Acquisition Corp.
Code of Ethics for
Executive and Senior Financial Officers

Introduction and Purpose

It is the policy of IPC Acquisition Corp. and its subsidiaries (the Company)
that all officers, directors and employees conduct business on behalf of the
Company in compliance with applicable laws, rules and regulations and in an
honest and ethical manner. The Chief Executive Officer and other Executive
Management (collectively, the Executive Officers) and the Chief Financial
Officer, the Vice President of Finance, the Corporate Controller, and the
Treasurer (collectively, the Senior Financial Officers) are bound by the
provisions set forth herein relating to ethical conduct, conflicts of interest,
and compliance with law. The Executive Officers and the Senior Financial
Officers hold an important and elevated role in governance in that they are
uniquely capable and empowered to ensure that all stakeholder interests are
appropriately balanced, protected and preserved. The Executive Officers and
Senior Financial Officers of the Company shall not commit acts contrary to the
Code of Ethics, nor shall they condone the commission of such acts by others
within the Company.

The purpose of this Code is to deter wrongdoing and promote ethical conduct.
The matters covered in this Code are of the utmost importance to the Company,
our stakeholders and business partners, and are essential to our ability to
conduct our business in accordance with our stated values.

Code of Ethics

All Executive Officers and Senior
Financial Officers covered by the Code will:



| |  |  | Act honestly, ethically, with integrity.                                                                                                                                                                                                                                                                                   
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Avoid and ethically address actual or apparent conflicts of
interest in personal and professional relationships, including
disclosure of any transaction or relationship that reasonably could be
expected to give rise to a conflict of interest.                                                                         
|
| |  |  | Provide accurate, complete, objective, fair, relevant, timely and
understandable information in our filing and submissions with the
United States Securities and Exchange Commission and other public
communications made by the Company.                                                                                  
|
| |  |  | Comply with applicable rules and regulations of federal, state,
provincial and local governments, and other appropriate private and
public regulatory agencies by acquiring the appropriate knowledge to
recognize potential dangers and violations that affects the operation
of the finance organization and the Company.
|
| |  |  | Act in good faith, responsibly, with due care, competence and
diligence, without misrepresenting material facts or allowing ones
independent judgment to be subordinated.                                                                                                                                                 
|
| |  |  | Respect the confidentiality of information acquired in the course
of ones work except when authorized or otherwise legally obligated to
disclose. Confidential information acquired in the course of ones
work will not be used for personal advantage.                                                                  
|
| |  |  | Proactively promote and be an example of ethical behavior as a
responsible partner among peers, in the work environment and the
community.                                                                                                                                                                                 
|
| |  |  | Use corporate assets and resources employed or entrusted in a
responsible manner.                                                                                                                                                                                                                                          
|
| |  |  | Not unduly or fraudulently influence, coerce, manipulate, or
mislead any authorized audit or interfere with any auditor engaged in
the performance of an internal or independent audit of the Companys financial
statements or accounting books and records.                                                              

The Executive Officers and Senior Financial Officers should communicate any
suspected violations of this Code of Ethics promptly to the General Counsel or
the Audit Committee of the Company. In all cases, if an individual is unsure
about the appropriateness of an event or action, he or she should seek
assistance in interpreting the requirements of this code by the General Counsel
or Human Resources of the Company or the Companys Audit Committee.

Disciplinary Action

Violations, including failure to report potential violations by others, will be
investigated and appropriate disciplinary action will be taken in the event of
any violations of the Code of Ethics, up to and including termination.

Waiver and Amendment

We are committed to continuously review and update our policies and procedures.
Therefore, this code is subject to modification. Amendments to and waivers of
the Code of Ethics may be made only by the Board of Directors of the Company or
a committee of the Board, and must promptly be disclosed on the Companys
website, if appropriate, or by filing a Form 8-K with the Securities and
Exchange Commission.





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##### 



IPC Acquisition Corp.
Acknowledgment Certification
Code of Ethics for Executive Officers and Senior Financial Officers

I hereby certify that I have read and understand the attached IPC
Acquisition Corp. Code of Ethics for the Executive Officers and Senior
Financial Officers. Pursuant to such Code of Ethics, I recognize that I must
disclose or report all transactions required to be disclosed or reported
hereunder and comply in all other respects with the requirements of the Code of
Ethics. I also agree to cooperate fully with any investigation or inquiry as to
whether a possible violation of the foregoing Code of Ethics has occurred. I
understand that any failure to comply in all aspects with the foregoing and
these policies and procedures may lead to sanctions, including termination.

|      |                   |                                |  |                                                         
|----- | ----------------- | ------------------------------ |  | --------------------------------------------------------
|Date: | December 24, 2003 | Signature:

Print Name:
Title: |  | /s/ Lance BoxerLance Boxer
Chief Executive Officer      
|     
|Date: | December 24, 2003 | Signature:

Print Name:
Title: |  | /s/ Timothy WhelanTimothy Whelan
Chief Financial Officer





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##### 



IPC Acquisition Corp.
Acknowledgment Certification
Code of Ethics for the Executive Officers and Senior Financial Officers

I hereby certify that I have read and understand the attached IPC
Acquisition Corp. Code of Ethics for the Executive Officers and Senior
Financial Officers. Pursuant to such Code of Ethics, I recognize that I must
disclose or report all transactions required to be disclosed or reported
hereunder and comply in all other respects with the requirements of the Code of
Ethics. I also agree to cooperate fully with any investigation or inquiry as to
whether a possible violation of the foregoing Code of Ethics has occurred. I
understand that any failure to comply in all aspects with the foregoing and
these policies and procedures may lead to sanctions, including termination.

|      |  |                   |  |             |  |                                                           
|----- |  | ----------------- |  | ----------- |  | ----------------------------------------------------------
|Date: |  | December 24, 2003 |  | Signature:  |  | /s/ Greg Kenepp                                           
|      |  |                   |  |             |  |                                                           
|      |  |                   |  | Print Name: |  | Greg Kenepp                                               
|      |  |                   |  | Title:      |  | President & Chief Operating Officer                       
|      |  |                   |  |             |  |                                                           
|Date: |  | December 24, 2003 |  | Signature:  |  | /s/ John McSherry                                         
|      |  |                   |  |             |  |                                                           
|      |  |                   |  | Print Name: |  | John McSherry                                             
|      |  |                   |  | Title:      |  | General Counsel, Corporate Secretary                      
|      |  |                   |  |             |  |                                                           
|Date: |  | December 24, 2003 |  | Signature:  |  | /s/ Don Carlos Bell
III                                   
|      |  |                   |  |             |  |                                                           
|      |  |                   |  | Print Name: |  | Don Carlos Bell III                                       
|      |  |                   |  | Title:      |  | Senior Vice President of Marketing & Corporate
Development
|      |  |                   |  |             |  |                                                           
|Date: |  | December 24, 2003 |  | Signature:  |  | /s/ Ronald Landis                                         
|      |  |                   |  |             |  |                                                           
|      |  |                   |  | Print Name: |  | Ronald Landis                                             
|      |  |                   |  | Title:      |  | Vice President of Global Human Resources                  
|      |  |                   |  |             |  |                                                           
|Date: |  | December 24, 2003 |  | Signature:  |  | /s/ Michael Sheehan                                       
|      |  |                   |  |             |  |                                                           
|      |  |                   |  | Print Name: |  | Michael Sheehan                                           
|      |  |                   |  | Title:      |  | Managing Director, Global Sales                           
|      |  |                   |  |             |  |                                                           
|Date: |  | December 24, 2003 |  | Signature:  |  | /s/ Pete Simms                                            
|      |  |                   |  |             |  |                                                           
|      |  |                   |  | Print Name: |  | Pete Simms                                                
|      |  |                   |  | Title:      |  | Senior Vice
President, Global Trading Systems Operations  





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##### 



IPC Acquisition Corp.
Acknowledgment Certification
Code of Ethics for the Executive Officers and Senior Financial Officers

I hereby certify that I have read and understand the attached IPC
Acquisition Corp. Code of Ethics for the Executive Officers and Senior
Financial Officers. Pursuant to such Code of Ethics, I recognize that I must
disclose or report all transactions required to be disclosed or reported
hereunder and comply in all other respects with the requirements of the Code of
Ethics. I also agree to cooperate fully with any investigation or inquiry as to
whether a possible violation of the foregoing Code of Ethics has occurred. I
understand that any failure to comply in all aspects with the foregoing and
these policies and procedures may lead to sanctions, including termination.

|      |  |                   |  |             |  |                          
|----- |  | ----------------- |  | ----------- |  | -------------------------
|Date: |  | December 24, 2003 |  | Signature:  |  | /s/ Darren Alfano        
|      |  |                   |  |             |  |                          
|      |  |                   |  | Print Name: |  | Darren Alfano            
|      |  |                   |  | Title:      |  | Corporate Controller     
|      |  |                   |  |             |  |                          
|Date: |  | December 24, 2003 |  | Signature:  |  | /s/ James Engler         
|      |  |                   |  |             |  |                          
|      |  |                   |  | Print Name: |  | James Engler             
|      |  |                   |  | Title:      |  | Treasurer                
|     
|Date: |  | December 24, 2003 |  | Signature:  |  | /s/ Noel Lagdamen        
|      |  |                   |  |             |  |                          
|      |  |                   |  | Print Name: |  | Noel Lagdamen            
|      |  |                   |  | Title:      |  | Vice President of Finance