EXHIBIT 14.1

                                                         CORPORATE POLICY MANUAL
                    ------------------------------------------------------------
                    Date Issued             Policy No.              Page No.
                      March 29, 2004          GEN-01-03, Rev. 2       1 of 13
[IROQUOIS LOGO      ------------------------------------------------------------
    OMITTED]        Subject
                               Code of Business Ethics
--------------------------------------------------------------------------------
                    Original Effective Date  2/5/93    Original Policy No. 4-002
                    ------------------------------------------------------------



INTRODUCTION

It is the policy of Iroquois Pipeline Operating Company (the "Company") to
maintain and to enforce the highest standards of integrity in all its business
activities. This includes business activities conducted on behalf of, and for,
Iroquois Gas Transmission System, L.P. ("IGTS"), a Delaware limited partnership
on whose behalf the Company acts as operator. In this regard, as employees,
officers, directors and agents of the Company (hereinafter referred to as
"Company Representatives"), we strive to conduct our business in strict
compliance with applicable federal, state and local laws, rules and regulations
so that we may always be regarded as an ethical organization of dedicated and
competent individuals of high integrity and credibility.

To ensure continuing attention to matters of ethics and standards on the part of
all Company Representatives, this Code of Business Ethics represents a written
extension of the personal integrity typically exhibited by Company
Representatives who have complied with our policy to protect interests of the
Company, its owners, and those with whom we do business. In doing so, we have
made a conscious effort to avoid any personal interests that may directly or
indirectly conflict with our business responsibilities.

Each of us is ultimately responsible for our actions. It is intended, therefore,
that all Company Representatives be aware of this Code of Business Ethics since
good business practice dictates that suspected dishonest or unlawful activity be
promptly identified and investigated. Moreover, it is expected that all Company
Representatives will exercise the highest level of integrity and judgment in all
business matters. You are encouraged to read and to become familiar with this
Code of Business Ethics. As you do so, you will see that it is a guideline
simply to reinforce the principles to which you have always abided.


POLICY

The officers and directors of the Company firmly believe that fair and ethical
business practices are a fundamental part of business conduct. Further, the
nature of our business imposes special obligations to build and to maintain the
public trust. Through this Code of Business Ethics, the Company is expressing
its continuing dedication to conducting business with honesty, integrity and a
strong commitment to the highest ethical standards that effectively utilize the
technical expertise, business skills and sound judgments needed to benefit
customers, the region we serve, and owners alike. In this regard, all Company
Representatives will make business decisions that honor the spirit and letter of
all applicable laws.


Our Company, directly and as representative of IGTS, is an important participant
in the many communities we serve and should enhance the social and economic
health of these communities.


<PAGE>

                                                         CORPORATE POLICY MANUAL
                    ------------------------------------------------------------
                    Date Issued             Policy No.              Page No.
                      March 29, 2004          GEN-01-03, Rev. 2       2 of 13
[IROQUOIS LOGO      ------------------------------------------------------------
    OMITTED]        Subject
                               Code of Business Ethics
--------------------------------------------------------------------------------
                    Original Effective Date  2/5/93    Original Policy No. 4-002
                    ------------------------------------------------------------


Any legal question about policies discussed in this Code of Business Ethics
should be directed to the General Counsel and Chief Compliance Officer ("Chief
Compliance Officer") of Iroquois Pipeline Operating Company as follows:

  By mail:   One Corporate Drive, Suite 600, Shelton, CT  06484
  By telephone:   (203) 925-7222

Failure to adhere to this Code of Business Ethics will result in disciplinary
action that may include termination of employment and action against any
responsible person for negligent failure to detect an offense. If you believe
that anyone in our Company is, or may be, involved in any activity that violates
this Code of Business Ethics, the Company assures you that it will not tolerate
threats or acts of retaliation or retribution against you for reporting a
violation or suspected violation.


PROCEDURE

Every Company Representative is expected to observe and follow the policy
guidelines established by this Code of Business Ethics. In this regard, the
Chief Compliance Officer will distribute the Code of Business Ethics to all
personnel of the Company on an annual basis, as well as to new employees upon
their commencement of employment.

When any Company Representative becomes aware of a known or suspected
irregularity or illegality, he or she is obligated promptly to report the
suspected irregularity or illegality to his or her immediate supervisor, if
practical; otherwise, reports shall be made directly to the Chief Compliance
Officer. In the event that the Company Representative has reason to suspect that
the Chief Compliance Officer is involved in the irregularity or illegality, then
such reports shall be made to the President or Chairman of the IGTS Management
Committee or Chairman of IPOC's Audit Committee. Contact information may be
found on IROQNET/FACTS N FORMS/ EXECUTIVES/CHAIRMAN.

The Company's toll free "hotline" is also available for Company employees and
Contractors to report concerns about business ethics, compliance, loss
prevention, safety, human resources, violence and other critical issues in the
workplace. This service is staffed 24 hours per day, 7 days per week by
Pinkerton Services' AlertLine (R). This is a confidential service and calls will
remain anonymous. The "hotline" number is 1-800-932-5378.

The Chief Compliance Officer and internal auditor comprise the Compliance Staff,
which is responsible for investigating reports of irregular or illegal activity.
In addition, Compliance Staff, through the auditor will, from time to time,
conduct on-site inspections of Company and IGTS facilities to monitor and audit
systems, records and activities.


<PAGE>

                                                         CORPORATE POLICY MANUAL
                    ------------------------------------------------------------
                    Date Issued             Policy No.              Page No.
                      March 29, 2004          GEN-01-03, Rev. 2       3 of 13
[IROQUOIS LOGO      ------------------------------------------------------------
    OMITTED]        Subject
                               Code of Business Ethics
--------------------------------------------------------------------------------
                    Original Effective Date  2/5/93    Original Policy No. 4-002
                    ------------------------------------------------------------


The Compliance Staff reports to the President of the Company who will report any
findings of irregularity or illegality to the Board of Directors and the
Chairman of the IGTS Management Committee. The Board of Directors may deem it
necessary to report material instances of illegal conduct to the proper
governmental authorities.

Each Company Representative is required to affirm, in writing, on an annual
basis, that he or she fully understands and is committed to maintaining an
active role that ensures full compliance with the Code of Business Ethics. On an
annual basis, therefore, each Company Representative shall sign a "Code of
Business Ethics Questionnaire". This questionnaire shall be returned to the
internal auditor, and maintained in the files of the Internal Audit Department.
The Chief Compliance Officer shall maintain a record of on-going actual or
potential violations, shall review such record at the time of each annual audit
and shall furnish a copy thereof to the Company's independent and internal
auditors.

POLICY GUIDELINES

The Company's policy guidelines appear in the pages that follow. These
guidelines cumulatively comprise the Code of Business Ethics applicable to all
Company Representatives. While the Code of Business Ethics is not inclusive of
all Company policies, procedures and practices, these policies are
representative of the manner in which Company Representative are expected to
conduct their business activities.

A.  Antitrust Laws

The Company policy is to comply fully with both the letter and spirit of all
federal and state antitrust laws. The basic premise behind these laws is that
all companies should compete individually rather than join together in
agreements that restrict their individual competition. In this regard, the
Company's compliance depends upon the conduct of its people, and each Company
Representative must realize that it is his or her personal obligation and
responsibility to act in a manner consistent with the Company's antitrust
policy. Although the antitrust laws and the actions they proscribe are broad and
complex, particularly as applied to regulated businesses, ignorance of what
constitutes an antitrust violation is not a defense against prosecution.
Examples of a few types of activities that may be violations of those laws
include:

    (1)  competitors agreeing on the prices they will charge for their products;
    (2)  competitors agreeing on the territories in which they will sell their
         products, the customers to whom they will offer their products and the
         types or amounts of products the companies will produce or offer for
         sale;
    (3)  tying the sale of one product on the buyer purchasing a separate and
         unrelated product; and
    (4)  agreements between two or more companies not to do business with some
         third company.


<PAGE>

                                                         CORPORATE POLICY MANUAL
                    ------------------------------------------------------------
                    Date Issued             Policy No.              Page No.
                      March 29, 2004          GEN-01-03, Rev. 2       4 of 13
[IROQUOIS LOGO      ------------------------------------------------------------
    OMITTED]        Subject
                               Code of Business Ethics
--------------------------------------------------------------------------------
                    Original Effective Date  2/5/93    Original Policy No. 4-002
                    ------------------------------------------------------------


These are only a few examples that could be in violation of the antitrust laws.
Questions about the possible application of the antitrust laws to any of your
activities should be directed to the Chief Compliance Officer.

B.  Books and Records

The Company is required by law and good business practice to maintain accurate
books, records and accounts. The Company also must maintain internal control
systems sufficient to provide reasonable assurance that corporate books and
records fairly reflect, in adequate detail, business transactions, and
dispositions or acquisitions of assets. Therefore, in all of our operations, it
is against Company policy, and may also be illegal, for any Company
Representatives to cause our books and records to be inaccurate in any way.

C.  Bribes and Kickbacks

Certain laws make it a crime for companies, and/or their directors, officers,
employees and agents to bribe government officials, vendors, customers, or
others for the purpose of obtaining or retaining business or other economic
advantage. The purpose of this policy is to prohibit the giving of improper
inducements to individuals to make decisions or take actions favorable to the
Company. The concept of an improper reward includes the giving of anything of
value, not just money.

If you become involved in any situation where a request is made for a bribe,
kickback or any other payment whose propriety you question, or where you have
any knowledge of payments being made which are in excess of reasonable prices
for services rendered or materials supplied, it is your responsibility to report
the situation to your superior or to the Chief Compliance Officer.

D.  Conflict of Interest

Conflict of interest is defined as a situation in which a Company
Representative's private interests may affect his or her judgment in acting on
behalf of the Company. Sometimes appearances can be as damaging as actions. It
is, therefore, advisable that Company Representatives should not only refrain
from becoming involved in actual conflict situations, but should also avoid
placing themselves in a position that may be perceived as involving a conflict.

There are many situations which can be classified as involving a conflict of
interest, but the following examples illustrate some of the most common areas
encountered in business:

    1.   Private Business Benefit
         Company Representatives and their immediate relatives must not have a
         personal financial interest in organizations supplying property, goods
         or services to the


<PAGE>

                                                         CORPORATE POLICY MANUAL
                    ------------------------------------------------------------
                    Date Issued             Policy No.              Page No.
                      March 29, 2004          GEN-01-03, Rev. 2       5 of 13
[IROQUOIS LOGO      ------------------------------------------------------------
    OMITTED]        Subject
                               Code of Business Ethics
--------------------------------------------------------------------------------
                    Original Effective Date  2/5/93    Original Policy No. 4-002
                    ------------------------------------------------------------


         Company. In addition, no Company Representative may: (1) serve as a
         director, officer or employee of, or as a consultant to, any enterprise
         that (a) is a competitor of the Company or (b) conducts or seeks to
         conduct business with the Company, or (2) otherwise pursue any
         undertaking that interferes with the performance of his or her duties
         to the Company. Any exception to this policy must be approved by the
         President. This restriction, however, does not prevent Company
         Representatives from having ownership of a nominal interest (not to
         exceed 5%) in publicly-traded shares or other equity in corporations
         which may do business with the Company.

    2.   Gifts and Entertainment
         Offering or accepting gifts, gratuities, or other personal rewards
         designed to influence the Company's business transactions is strictly
         against policy. The giving or receiving of gifts with nominal value
         (not to exceed $100) such as advertising, mementos or desk calendars,
         however, is permissible. Receipt of excessive entertainment favors is a
         violation of Company policy. It is not, however, a conflict of interest
         to accept hospitality or entertainment, such as a lunch or dinner, in
         the course of business, so long as such activity would not be
         considered lavish or extravagant.

         Company Representatives must not accept accommodation or travel
         expenses unless they are provided in conjunction with meetings or
         conferences where other industry participants are given the same
         benefit and with the prior written approval by the President or a Vice
         President.

         If a Company Representative is offered or receives cash from an outside
         enterprise for dealings which are, in any way, associated with the
         Company, he/she must report it promptly to the Chief Compliance
         Officer. Under no circumstances are Company Representatives permitted
         to accept, directly or indirectly, such cash.

    3.   Suppliers
         It is Company policy to deal fairly and lawfully with all customers,
         suppliers and independent contractors purchasing or furnishing goods
         and services. In awarding contracts, the Company will consider the
         total cost, specifications, financial strength, quality and reliability
         as compared with the Company's need.

    4.   Government and Community Relations
         The Company encourages Company Representative participation in outside
         social, charitable and non-profit organizations. The Company's
         financial support to political organizations requires the express
         approval of the President. Company Representatives engaging in personal
         political activities must do so in their own right and not on behalf of
         the Company and may not utilize the Company's facilities for such
         purposes. Corporate donations to charities made on behalf of the
         Company shall be within budgets approved by the Manager Public
         Relations and Corporate Communications.

<PAGE>

                                                         CORPORATE POLICY MANUAL
                    ------------------------------------------------------------
                    Date Issued             Policy No.              Page No.
                      March 29, 2004          GEN-01-03, Rev. 2       6 of 13
[IROQUOIS LOGO      ------------------------------------------------------------
    OMITTED]        Subject
                               Code of Business Ethics
--------------------------------------------------------------------------------
                    Original Effective Date  2/5/93    Original Policy No. 4-002
                    ------------------------------------------------------------



         Business dealings involving Company Representatives and government
         officials must be conducted openly, legally and ethically at all times.
         Company Representatives must not behave in a manner that will damage
         the reputation of any public official, the Company or its employees.

         It is impossible to list every circumstance which might give rise to a
         conflict of interest, or the appearance of a conflict. It is very
         important, therefore, for all of us to avoid any actual or even any
         apparent conflict of interest. Any time such conflict appears, or a
         Company Representative is concerned that any such conflict might
         develop, the Company Representative is urged to discuss the matter with
         his or her immediate supervisor or the Chief Compliance Officer.


E.  Environmental Policy

The Company is committed to conducting its business activities and operations in
a manner that will avoid or minimize any potential adverse effects on the
environment and that will comply with all applicable environmental laws, rules
and regulations, and has implemented an Environmental Compliance Program which
is described in the Company's Environmental Compliance Policy. Company
Representatives must employ management practices and sound pollution control
measures to assure full compliance with all applicable environmental
requirements and to prevent unacceptable risks to all Company employees, the
public health and the environment. This includes the responsibility of the
Company to reduce, minimize, or eliminate the generation of waste or the release
of potentially hazardous materials or substances into the environment, to
provide truthful and accurate information to government permitting authorities
in connection with environmental aspects of any permit applications, or any
periodic reports that may be called for under such permits, promptly to report
or disclose any violations, and to recognize and respond to community concerns
about the environmental impacts of our operations. Examples of environmental
violations include spills or leaks of petroleum or hazardous substances into
federal and state waters, improper disposal, discharge, storage or containment
of hazardous substances or other waste material, violations of permit conditions
designed to protect the environment, and failure to report releases of
petroleum, fuels, or hazardous substances into the environment.

The Company's practice from the inception of operations has been, and will
continue to be, to conduct regular environmental audits and monitoring to assure
full compliance with all applicable environmental laws, regulations, and
conditions, and to prevent and promptly correct any condition or practice that
could lead to, or be deemed, a violation of such environmental requirements. To
the same end, the Company has sought, and will continue to seek, the assistance
of appropriate government agencies and the input of community representatives to
assure that our environmental compliance activities are effective and responsive
to all valid concerns and governmental requirements.



<PAGE>

                                                         CORPORATE POLICY MANUAL
                    ------------------------------------------------------------
                    Date Issued             Policy No.              Page No.
                      March 29, 2004          GEN-01-03, Rev. 2       7 of 13
[IROQUOIS LOGO      ------------------------------------------------------------
    OMITTED]        Subject
                               Code of Business Ethics
--------------------------------------------------------------------------------
                    Original Effective Date  2/5/93    Original Policy No. 4-002
                    ------------------------------------------------------------


Any deficiencies or failures in, or environmental violations disclosed by, our
ongoing environmental compliance and monitoring programs should be brought to
the attention of the Chief Compliance Officer, or his designee, so that
appropriate corrective, reporting, and disciplinary actions can be timely
implemented as appropriate.

F.  Pipeline Safety Act

The Pipeline Safety Act (the "Act") establishes minimum safety standards for the
transportation of gas in or affecting interstate commerce and for pipeline
facilities used in such transportation, including but not limited to standards
relating to the design, installation, inspection, emergency plans and
procedures, testing, replacement and maintenance of pipeline facilities. The Act
imposes criminal penalties on any person who willfully and knowingly violates
provisions under the Act and applicable federal regulations. The Company is
committed to complying with the Act and applicable federal regulations.
Compliance includes providing accurate information to governmental authorities
when required under the Act, promptly correcting potential violations, and
reporting or disclosing violations as required by the Act.

G.  Natural Gas Act/FERC Order No. 497

The Company is committed to complying fully with both the letter and spirit of
the Natural Gas Act and the provisions of Order No. 497. The Natural Gas Act
precludes any interstate pipeline company from: (1) granting any undue
preference or advantage to any shipper or (2) maintaining any unreasonable
difference in rates, charges, facilities or in any other respect between
localities or classes of service. In addition, the Federal Energy Regulatory
Commission has implemented Order No. 497 which is designed to prevent interstate
pipelines from improperly favoring their Marketing Affiliates. As defined in
Order No. 497, TransCanada Power Marketing Ltd. and TransCanada Energy Ltd. are
Iroquois Marketing Affiliates. However, the Commission has also stated that it
will thoroughly scrutinize any complaints that marketing affiliates of Iroquois'
other partners obtained undue advantages. Under Order No. 497 the Company is
required to conform to the following standards:

    1.   It must apply a tariff provision relating to transportation in the same
         manner to the same or similarly situated persons if there is discretion
         in the application of the provision.

    2.   It must strictly enforce a tariff provision for which there is no
         discretion in the application of the provision.

    3.   It may not, through a tariff provision or otherwise, give its Marketing
         Affiliate a preference over non-affiliated customers in matters
         relating to transportation including, but not limited to, scheduling,
         balancing, transportation, storage, or curtailment priority.

    4.   It must process all similar requests for transportation in the same
         manner and within the same period of time.


<PAGE>

                                                         CORPORATE POLICY MANUAL
                    ------------------------------------------------------------
                    Date Issued             Policy No.              Page No.
                      March 29, 2004          GEN-01-03, Rev. 2       8 of 13
[IROQUOIS LOGO      ------------------------------------------------------------
    OMITTED]        Subject
                               Code of Business Ethics
--------------------------------------------------------------------------------
                    Original Effective Date  2/5/93    Original Policy No. 4-002
                    ------------------------------------------------------------


    5.   It may not disclose to its Marketing Affiliate any information the
         pipeline receives from a non-affiliated shipper or a potential
         nonaffiliated shipper.

    6.   To the extent that it provides to a Marketing Affiliate information
         related to transportation of natural gas, it must provide that
         information contemporaneously to all potential shippers, affiliated and
         non-affiliated, on its system.

    7.   To the maximum extent practicable, its operating employees and the
         operating employees of any marketing affiliate will function
         independently of each other.

    8.   If it offers a transportation discount to an affiliated marketer, or
         offers a transportation discount for a transaction in which an
         affiliated marketer is involved, it will make a comparable discount
         contemporaneously available to all similarly situated nonaffiliated
         shippers. Within 24 hours of the time at which gas first flows under a
         transportation transaction in which an affiliated marketer receives a
         discounted rate or a transportation transaction at a discounted rate in
         which an affiliated marketer is involved, it will post a notice on its
         Electronic Bulletin Board providing the name of the affiliate involved
         in the discounted transportation transaction, the rate charged, the
         maximum rate, the time period for which the discount applies, the
         quantity of gas scheduled to be moved, the delivery points under the
         transaction, any conditions or requirements applicable to the discount,
         and the procedures by which a nonaffiliated shipper can request a
         comparable offer. The posting will conform with the requirements of
         ss.284.10(a) of the FERC's regulations and its tariff and will remain
         on the EBB for 30 days from the date of posting.

    9.   It will maintain in Section 22A of its tariff, on file with the FERC,
         procedures that will enable shippers and the FERC to determine how it
         is complying with these standards.

    10.  It will maintain its books of account and records separately from those
         of any marketing affiliates.

    11.  It will maintain and make available for copying on a daily basis a
         written log of waivers that it grants with respect to tariff provisions
         that provide for discretionary waivers.


Questions about the possible application of these provisions should be directed
to the Chief Compliance Officer.


H.  Occupational Safety and Health  (OSHA)

The Company is committed to providing all Company Representatives with safe and
healthful working conditions in a workplace that is free from recognized
hazards. We, therefore, comply with OSHA and all other applicable laws and
regulations setting standards for the workplace.

I.  Securities Laws and Insider Trading



<PAGE>

                                                         CORPORATE POLICY MANUAL
                    ------------------------------------------------------------
                    Date Issued             Policy No.              Page No.
                      March 29, 2004          GEN-01-03, Rev. 2       9 of 13
[IROQUOIS LOGO      ------------------------------------------------------------
    OMITTED]        Subject
                               Code of Business Ethics
--------------------------------------------------------------------------------
                    Original Effective Date  2/5/93    Original Policy No. 4-002
                    ------------------------------------------------------------


The Company is subject to state and federal securities laws and is committed to
comply with all state and federal securities laws and regulations, including the
insider trading rules. In the course of the Company's business, Company
Representatives may become aware of material nonpublic information relating to
important business matters. It is illegal and against Company policy for any
Company Representative (and others who receive material nonpublic information
from a Company Representative) to trade securities on the basis of such material
nonpublic information relating to the Company, its competitors, or any company
with which IGTS does business, including IGTS' owners and their affiliates.

Material information consists of positive or negative information that a
reasonable investor would attach importance to in deciding whether to buy, sell
or hold securities. Such information would affect the total mix of information
in the marketplace and would likely affect the market price of the securities.
Examples of material nonpublic information include news of a proposed or pending
merger, acquisition or tender offer; news of a significant sale of assets or
disposition of a subsidiary; projections regarding earnings and losses; proposed
operating or business plans; expected regulatory or governmental filings or
actions; expected changes in management or control; and impending financial or
liquidity problems.

It is against Company policy, and illegal as well, to improperly trade the
securities of the Company or any other company, in a way which attempts to hide
the true identity of the trader or to mislead others as to exactly who is doing
the improper trading. Any Company Representative trading in the securities of
the Company or other companies on the basis of inside information, using
fictitious names, names of relatives or friends, brokerage accounts under
fictitious names or located in foreign jurisdictions shall be subject to
disciplinary action. Should the Company discover any such activities, it will
make appropriate disclosures to governmental authorities.

J.  Disclosure Policy

The Company is committed to providing complete and accurate information, in all
material respects, about the financial condition and results of operations of
IGTS and the Company in accordance with the securities laws of the United
States. The Company strives to ensure that the reports and documents that IGTS
files with or submits to the Securities and Exchange Commission ("SEC") and
other U.S. regulatory agencies and other public communications made by IGTS and
the Company include full, fair, accurate, timely and understandable disclosure.
To the extent consistent with an employee's duties and responsibilities, the
employee must take the following steps to ensure full, fair, accurate, timely
and understandable disclosure in reports and documents that IGTS files with or
submits to the SEC and in other public communications made by IGTS or the
Company:

o   carefully review drafts of reports and documents IGTS is required to file or
    submit before they are filed or submitted and press releases or other public
    communications of IGTS or the


<PAGE>

                                                         CORPORATE POLICY MANUAL
                    ------------------------------------------------------------
                    Date Issued             Policy No.              Page No.
                      March 29, 2004          GEN-01-03, Rev. 2       10 of 13
[IROQUOIS LOGO      ------------------------------------------------------------
    OMITTED]        Subject
                               Code of Business Ethics
--------------------------------------------------------------------------------
                    Original Effective Date  2/5/93    Original Policy No. 4-002
                    ------------------------------------------------------------


    Company before they are released to the public, with particular focus on
    disclosures the employee does not understand or agree with and on
    information known to the employee that is not reflected in the report,
    document, press release or public communication,

o   take steps to ensure that disclosure controls and procedures are established
    and maintained that are designed to ensure that material information is
    included in each report, document, press release or public communication in
    a timely fashion,

o   consult with the Audit Committee of IGTS [and the Company] on a regular
    basis to determine whether members thereof have identified any weaknesses or
    concerns with respect to internal controls,

o   when relevant, confirm that the internal auditors and outside accountants of
    IGTS and the Company are not aware of any material misstatements or
    omissions in the draft report or document, and

o   bring to the attention of the Audit Committee of IGTS [and the Company] any
    matters that you feel could compromise the integrity of the financial
    reports of IGTS [or the Company].

K.  Employee Relations

The Company complies fully with all applicable laws prohibiting discrimination
against any employee or applicant for employment because of race, religion,
color, national origin, age, sex, disability, or veteran status. This includes
compliance with the Americans With Disabilities Act of 1990. The Company
administers its employee policies and practices on a nondiscriminatory basis in
all matters related to hiring, training, compensation, benefits, promotions,
transfers, layoffs, Company-sponsored educational, social and recreational
programs and treatment on the job. The Manager HR Administration has overall
coordinating responsibility for the Company's equal employment policies.



L.  Drug and Alcohol Abuse

Company policy prohibits the use or possession of any illegal drugs or any
alcohol on Company or IGTS property. Company Representatives are also prohibited
from being on Company or IGTS property under the influence of either drugs or
alcohol. Company Representatives testing positive to illegal drug use or who are
under the influence of alcohol during working hours are subject to either
rehabilitation or termination of employment.


M.  Confidential Information


<PAGE>

                                                         CORPORATE POLICY MANUAL
                    ------------------------------------------------------------
                    Date Issued             Policy No.              Page No.
                      March 29, 2004          GEN-01-03, Rev. 2       11 of 13
[IROQUOIS LOGO      ------------------------------------------------------------
    OMITTED]        Subject
                               Code of Business Ethics
--------------------------------------------------------------------------------
                    Original Effective Date  2/5/93    Original Policy No. 4-002
                    ------------------------------------------------------------


In the course of employment, Company Representatives may have access to
information that is confidential, privileged, or of value to competitors of the
Company or IGTS or might be damaging to the Company or IGTS if improperly
disclosed. All Company Representatives must protect the confidentiality of such
information.

The use or disclosure of confidential information must be for Company purposes
only and not for personal benefit or the benefit of others. This applies to
disclosure of confidential information concerning the Company or its business
activities as well as information with respect to IGTS and companies or others
having business dealings with the Company. To preserve confidentiality,
disclosure and discussion of confidential information should be limited to those
Company Representatives who have a need to know such information.

Situations involving confidential information are highlighted below. This,
however, is not a comprehensive list, and any doubts a Company Representative
may have about the nature of certain information should be discussed with his or
her supervisor or the Chief Compliance Officer.

    1.   Technical, Business and Commercial Data
         Company Representatives must guard against improper disclosure of
         competitive business strategies and plans, special methods of
         operation, technical innovations, and other information that may be of
         competitive value to the Company. Examples of this type of information
         include, but are not limited to: market strategies; financial or
         statistical data; relationships with customers, suppliers or partners;
         employee information and information on security procedures, both
         manual and automated, including computer access procedures; codes,
         telephone numbers, and passwords.

         At any time, Company Representatives may be asked to account for
         confidential information in their possession or under their control. On
         leaving the Company, Company Representatives are required to leave with
         the Company all formal and informal information or documents pertaining
         to the Company's or IGTS's business, whether original or copies,
         regardless of the medium on which it is stored. Company Representatives
         leaving the Company should be reminded of their continuing
         responsibility to keep such information confidential. The same
         obligations apply in reverse to Company Representatives leaving other
         companies to join the Company. These Company Representatives will not
         be required to disclose to the Company any information confidential to
         any previous employer.

    2.   Media/Public Discussion
         If any Company Representative is questioned by a representative of the
         news media or investment community, the representative should be
         referred to the Manager, Public Relations and Corporate Communications.
         In specific circumstances, the Manager, Public Relations and Corporate
         Communications may request assistance in addressing the inquiry, as
         required, from Company personnel. All Company Representatives must
         exercise the utmost care to avoid inadvertent disclosure of

<PAGE>

                                                         CORPORATE POLICY MANUAL
                    ------------------------------------------------------------
                    Date Issued             Policy No.              Page No.
                      March 29, 2004          GEN-01-03, Rev. 2       12 of 13
[IROQUOIS LOGO      ------------------------------------------------------------
    OMITTED]        Subject
                               Code of Business Ethics
--------------------------------------------------------------------------------
                    Original Effective Date  2/5/93    Original Policy No. 4-002
                    ------------------------------------------------------------


         confidential or competitive information through public or casual
         discussion which may be overheard or misinterpreted. Special care
         should be exercised when discussing Company or IGTS activities at trade
         association conferences and seminars. If the Company Representative is
         asked to present material at these meetings, he or she should ensure
         that the information presented is not confidential or of a value to
         competitors of the Company or IGTS and that disclosure will not be
         harmful to the Company or IGTS.

    3.   Internal Company Information
         In the course of his or her duties, a Company Representative may have
         access to information that is confidential that relates to the
         employees of or activities within the Company. Information of this type
         must not be disclosed to any external party without written approval of
         the President, or to other employees in the Company except on a 'need
         to know' basis or as required by this Code of Business Ethics.


N.  Company Property

    1.   Company Property
         Personal use of Company or IGTS property is not permitted without
         specific express authorization from the appropriate manager or
         executive. Company Representatives are responsible for being aware of
         copyright issues relating to Company or IGTS property (e.g. computer
         software, materials for publication). Reproduction of such material is
         not only unauthorized use of Company or IGTS property, but also could
         be deemed a copyright infringement. In the case of computer software,
         Company Representatives must not copy any computer software for use on
         their own computers or any other computer for which software is not
         registered.

    2.   Responsibility for Safeguarding Assets
         All Company Representatives are responsible for protecting Company
         assets and IGTS assets for which the Company is responsible, and
         managers are specifically responsible for establishing and maintaining
         appropriate internal controls to safeguard Company or IGTS assets
         against loss from unauthorized use or disposition. All transactions
         shall be properly approved and accurately reflected in the Company's
         books and records. Falsification of transactions and Company records is
         strictly prohibited.

    3.   Use of Company Name
         A Company Representative may not use the Company's or IGTS's name to
         enhance their own opportunities when dealing with others in their
         political, investment or retail purchasing activities, unless approved
         by the Company and made available to all employees.

    4.   Patents and Inventions
         All inventions or discoveries made by Company Representatives during or
         as a result


<PAGE>

                                                         CORPORATE POLICY MANUAL
                    ------------------------------------------------------------
                    Date Issued             Policy No.              Page No.
                      March 29, 2004          GEN-01-03, Rev. 2       13 of 13
[IROQUOIS LOGO      ------------------------------------------------------------
    OMITTED]        Subject
                               Code of Business Ethics
--------------------------------------------------------------------------------
                    Original Effective Date  2/5/93    Original Policy No. 4-002
                    ------------------------------------------------------------


         of their employment with the Company which are known to be, or could
         reasonably be anticipated to be of direct benefit to the Company and/or
         IGTS, must be reported by the Company Representative to his or her
         supervisor. Inventions or discoveries are the property of the Company
         unless a written release is obtained. Similarly, any copyright or
         copyrightable material which is developed as a result of employment
         belongs to the Company. Company Representatives shall make assignments
         of such inventions, discoveries, copyrights, or copyrightable material
         to the Company promptly upon request.



Because adherence to this Code of Business Ethics is a condition of continued
employment, it is vital that the Code of Business Ethics is thoroughly
understood. Remember -- you are encouraged to seek answers to any questions
regarding the interpretation or application of the Code of Business Ethics prior
to taking any action of which you are uncertain.

Any waiver of this Code of Business Ethics will only be granted by the Chairman
of the Board, or in his or her absence, the IPOC Audit Committee, and must be
disclosed as required by law or applicable rules and regulations, including
those of the Securities and Exchange Commission.