**Exhibit
        10.47**
 
 **DIGITAL
        CREATIVE DEVELOPMENT CORPORATION**
 
 **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.
  It
        is our
        responsibility to conduct ourselves in an ethical business manner and also
        to
        ensure that others do the same. If anyone 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 Corporate
        Compliance Officer Chief
        Executive Officer or any
        member of the Audit
        Committee Board
        of
        Directors ,
        described in more detail in Section vm of the Code. By doing so, 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 Chief
        Executive Officer or a
        member of the Audit
        Committee Board
        of
        Directors .
  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.
 
 1
 
 
 **I.**
              **GENERAL
                  PRINCIPLES AND REQUIREMENTS**
  To
        be
        honest, fair, and accountable in all business dealings and obligations, and
        to
 ensure:
  the
        provision of high quality products and service on a timely basis consistent
        with
        customer requirements, with emphasis on fair competition and long lasting
        relationships with all customers and suppliers and the ethical handling of
        conflicts of interest between personal and professional relationships;
  full,
        fair, accurate, timely and understandable disclosure in the reports required
        to
        be filed by the company with the Securities and Exchange Commission;
  compliance
        with applicable governmental rules and regulations;
  safe
        working conditions and an environment characterized by fairness, respect
        for the
        individual, dignity and equal opportunity; and
  the
        pursuit of growth and earnings objectives in accordance with the foregoing
        principles.
 
 
 **II.**
              **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 interest of the company
        to
        the exclusion of personal advantage. Associates are prohibited from any of
        the
        following activities which could represent an actual or perceived conflict
        of
        interest:
  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. No associate shall engage
        in
        activities that are directly competitive with those in which the company
        is
        engaged.
  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, officer or
        employee of such enterprise, without prior approval of the Audit
        Committee Board
        of
        Directors ,
        or in
        the case of executive officers or members of the Board of Directors, the
        full
        Board of Directors or a committee thereof.
 
 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 Chief
        Executive Officer or a
        member of the Audit
        Committee Board
        of
        Directors .
        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 Audit
        Committee Board
        of
        Directors .
   2
 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 Audit
        Committee Board
        of
        Directors .
        Please
        see Section III.D. below, "Corporate Advances", for more information on
        permitted corporate advances.
  In
        addition, the Board of Directors will review and approve all related-party
        transactions, as required by the Securities and Exchange Commission 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 Chief
        Executive Officer or a
        member of the Audit
        Committee Board
        of
        Directors 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.
 
  **III.**
              **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).
  **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.
 
 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.
  3
 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, and retain
        documents related thereto, 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.
  4
 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.
 
 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.
  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 Chief
        Executive Officer or a
        member of the Audit
        Committee Board
        of
        Directors .
        The
        company has adopted explicit non-retaliation policies with respect to these
        matters, as described in Section VIII below.
  **D.
        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. 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.
 
  **IV.**
              **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:
  is
        consistent with customary business practice;
 
 5
  is
        not
        excessive in value and cannot be construed as a bribe or pay-off;
 
 is
        not in
        violation of applicable law or ethical standards; and
 
  will
        not
        embarrass the company or the associate if publicly disclosed.
  See
        also
        subsection D below for considerations relating to gifts to foreign officials
        and
        Section V. 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 Audit
        Committee Board
        of
        Directors 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.
 
 **C.
        Unfair Competition and Antitrust Concerns**
  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,
        including, without limitation, federal and state antitrust laws that are
        intended to preserve the free enterprise system by ensuring that competition
        is
        the primary regulator of the economy.
  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. A primary focus
        of
        antitrust laws is on dealings between competitors. Another focus of antitrust
        law is how a company deals with customers, suppliers, contractors and other
        third parties. In all interactions with third parties all associates must
        follow
        these rules:
  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.
  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.
  6
 Make
        every output-related decision (pricing, volume, etc.) independently, in light
        of
        costs and market conditions and competitive prices.
  Engage
        in
        other prohibited activity, such as illegal price discrimination, reciprocal
        buying and selling or tying of products, and trade restraint
  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.
  In
        addition, 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.
 
 Finally,
        always immediately inform the Corporate
        Compliance Officer Chief
        Executive Officer or the Audit
        Committee Board
        of
        Directors if
        local, state or federal law enforcement officials request information from
        the
        company concerning its operations.
  **D.
        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 FCP A if it is made for the purpose
        of:
 
 Influencing
        any act or decision of a foreign official in his official capacity;
 
 Inducing
        a foreign official to do or omit to do any act in violation of his lawful
        duty;
  7
 Inducing
        a foreign official to use his position to affect any decision of the government;
        or
  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 FCP A, please contact the Corporate
        Compliance Officer Chief
        Executive Officer or any
        member of the Audit
        Committee Board
        of
        Directors .
 
 
 **V.**
              **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 Audit
        Committee Board
        of
        Directors ,
        the
        formation and operation of a political action committee.
 
  8
 
  **VI.**
              **COMPLIANCE
                  WITH LAWS, RULES AND REGULATIONS**
  All
        employees must comply with the laws and regulations applicable to the nation,
        state and localities in which they do business. Without limiting the foregoing:
  **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 Corporate
        Compliance Officer Chief
        Executive Officer or a
        member of the Audit
        Committee Board
        of
        Directors .
  9
 **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.
 
 
 **VII.**  **IMPLEMENTATION
        OF THE CODE**
  The
        company's Board of Directors has appointed the Audit
        Committee Board
        of
        Directors to
        administer, update and enforce the Code. Ultimately, the Board of Directors
        of
        the company must ensure that the Audit
        Committee Board
        of
        Directors fulfills
        its responsibilities. As further set forth in Section VIII below, 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.
  The Audit
        Committee Board
        of
        Directors ,
        which
        has overall responsibility for overseeing the implementation of the Code, shall appoint the Chief Executive Officer to
        implement the Code. Unless otherwise designated by the Board of Directors,
        the
        Chief Financial Officer shall serve as the Chief Executive Officer . implementation
        of the Code, shall appoint a Corporate Compliance Officer to implement the
        Code.
        Unless otherwise designated by the Audit Committee, the Chief Financial Officer
        shall serve as the Corporate Compliance Officer Specific
        responsibilities of the position are to:
  Ensure
        that the Code is distributed to all associates and that all associates
        acknowledge the principles of the Code;
 
  Implement
        a training program around the Code;
 
  Audit
        and
        assess compliance success with the Code;
 
  Serve
        as
        a point person for reporting violations and asking questions under the Code;
        and
 
 10
  Revise
        and update the Code to respond to detected violations and changes in the
        law.
  The Corporate
        Compliance Officer Chief
        Executive Officer shall
        promptly report all violations and
  suspected
        violations of the Code to the Audit
        Committee Board
        of
        Directors .
        The
        primary responsibilities of the Audit
        Committee Board
        of
        Directors ,
        in its
        oversight of the Code, are to:
  Assist
        the Corporate
        Compliance Officer Chief
        Executive Officer in
        developing and updating the Code;
 
 Monitor
        and audit compliance with the Code;
  Serve
        as
        point persons for reporting violations and asking questions under the Code;
 
 Conduct
        internal investigations, with the assistance of counsel, of suspected compliance
        violations;
 
 Evaluate
        disciplinary action for associates who violate the Code;
  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
 
 Evaluate
        the effectiveness of the Code and improve the Code.
  The
        Chief
        Executive Officer Audit
        Committee will
        provide a summary of all matters considered under the Code to
        the Board of Directors 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 as confidential as practicable under the circumstances.
   Code
        to
        the Board of Directors 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 as confidential as practicable under the circumstances.
 
  **VIII.**
              **REPORTING
                  VIOLATIONS UNDER THE CODE: NON-RETALIATION**
  **POLICY**
  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 Corporate
        Compliance Officer Chief
        Executive Officer or any
        member of the Audit
        Committee Board
        of
        Directors .
        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. The company will endeavor to keep
        reports confidential to the fullest extent practicable under the circumstances.
  Any
        associate who reports a suspected violation under the Code by the company,
        or
        its agents acting on behalf of the company, to the Corporate
        Compliance Officer Chief
        Executive Officer or any
        member of the Audit
        Committee Board
        of
        Directors ,
        may not
        be fired, demoted, reprimanded or otherwise harmed 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.
  11
 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 Chief
        Executive Officer and Audit
        Committee Board
        of
        Directors 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 Chief
        Executive Officer or a
        member of the Audit
        Committee Board
        of
        Directors to
        obtain a waiver prior to the time the action is taken. Except as noted below,
        the Audit
        Committee Board
        of
        Directors 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.
        It is
        the company's policy only to grant waivers from the Code in limited and
        compelling circumstances.
  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 Audit
        Committee Board
        of
        Directors ,
        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. If
        required to comply with applicable law, the company will disclose the nature
        and
        reasons for the waiver on a Form 8-K to be filed promptly with the Securities
        and Exchange Commission or as otherwise as required by the Securities and
        Exchange Commission. 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.
 
 12
 
 **APPENDIX**
 
 
  **ASSOCIATE'S
        AGREEMENT TO COMPLY**
  I
        have
        read the Digital
        Creative Development Corporation Tower
        Group, Inc. Corporate Code of Conduct and Ethics (the
        "Code"). I have obtained an interpretation of any provision about which I
        had a
        question. I agree to abide by the provisions of the Code. Based on my review,
        I
        acknowledge that
  (the
        "Code"). I have obtained an interpretation of any provision about which I
        had a
        question. I agree to abide by the provisions of the Code. Based on my review,
        I
        acknowledge that
  To
        the
        best of my knowledge, I am not in violation of, or aware of any violation
        by
        others of, any provision contained in the Code;
  OR
  I
        have
        made a full disclosure on the reverse side of this acknowledgment of the
        facts
        regarding any possible violation of the provisions set forth in the Code.
  In
        addition, I understand that I am required to report any suspected or actual
        violation of the Code. I understand that I am required to cooperate fully
        with
        the company in connection with the investigation of any suspected violation.
        I
        understand that my failure to comply with the Code or its procedures may
        result
        in disciplinary action, up to and including termination.
  **By:
        Date: _________________________________** ****
 **Name
        (Please print): _______________________** ****
  **Department/Location:
        ______________________** ****