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- 88 - ENVOY COMMUNICATIONS GROUP INC.
 CODE OF BUSINESS CONDUCT




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- 89 - THE PURPOSE AND APPLICATION OF THE CODE
 PURPOSE OF THIS CODE
    APPLICATION OF THIS CODE




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- 90 - OUR RESPONSIBILITIES
  ENVOY Ethics and Compliance Policies
 EMPLOYEE RESPONSIBILITIES
  
    
    Read, understand and comply with the Code and underlying ENVOY policies in
your daily conduct of company business.
    
    Periodically review the Code.
    
    Keep a copy of the Code for reference.
    
    Use the resources available for guidance and assistance.
    
    Refer to your supervisor or your Human Resources representative when
uncertain about a situation.
    
    Report in good faith any violations or potential violations of the Code.
    
    Co-operate in internal investigations about a reported violation.
 SUPERVISOR ADDITIONAL RESPONSIBILITIES
  
    
    Answer employee questions about the Code or direct them to the right
source of information.
    
    Provide timely advice and guidance to employees on ethics and
compliance concerns.
    
    Handle all employee reports promptly and confidentially.
    
    Encourage employees to ask questions and get advice before they act.
    
    Report in good faith any violations of the Code or situations that
could result in violations to ENVOYs Chief Legal Officer.
    
    Lead by example.




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- 91 - EXECUTIVES AND SENIOR MANAGEMENT
 
 DUTY TO REPORT CODE VIOLATIONS
   Telephone:     416-593-3701Mail:
    
    ENVOY Chief Legal Officer26 Duncan StreetToronto, OntarioM5V 2B9, CANADA
   WAIVERS AND CHANGES TO THE CODE




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- 92 -




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- 93 - ENVOYS PRINCIPLES AND
GENERAL BUSINESS TENETS
 ENVOYS PRINCIPLES
  
    
    Safety
    
    Service (doing what we say well do)
    
    People
    
    Asset utilization
    
    Cost control
 ENVOYS GENERAL BUSINESS TENETS
 Respecting the Law, Rules and Regulations
  Business Integrity and Fair Dealing
  Communication of Corporate Information




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- 94 - ENVOY ETHICS AND COMPLIANCE POLICIES
  CONFLICTS OF INTEREST
  Outside Interests
  Customer, Contractor and Supplier Relations
  Corporate Opportunities




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- 95 - Gifts and Entertainment
  Use of ENVOY Property
  What To Do Should a Conflict Arise
  Dos and Donts
 
    
    When in doubt, disclose the facts and get advice before you act.
    
    Ask yourself if you stand to gain personally from your actions.
    
    Ask yourself if your actions will help or give an advantage to a
relative or friend.
 
    
    Dont accept or solicit gifts or entertainment for personal use unless
they are of nominal value or appropriate, taking into account the
nature of your function at ENVOY.
    
    Ask yourself if you would feel uncomfortable or embarrassed with the
situation, if it were reported to your supervisor or to senior
management.




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- 96 - RISK MANAGEMENT
   Health, Safety and Security
  Environment
  Protection and Proper Use of ENVOY Assets




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- 97 - Dos and Donts
 
    
    Follow all proper procedures when carrying out your job duties.
    
    Report suspect hazards as quickly as possible.
    
    Properly and safely handle and dispose of hazardous materials.
    
    Promptly report any real or suspected threat (loss, theft, damage,
misuse) to ENVOYs assets by contacting your supervisor or ENVOYs
Chief Legal Officer. Do not intervene if you think the situation may
be dangerous.
 DRUGS AND ALCOHOL
      
    
    Be fit to perform all assigned duties.
 
    
    While at work, you must not be impaired by the use of medication, alcohol or illicit drugs.
 
    
    To prevent accidents, report any individual (colleagues, visitors, suppliers,
etc.) who is under the influence while on ENVOY premises.




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DIVERSITY AND HARASSMENT-FREE ENVIRONMENT
       Dos and Donts
 
    
    Speak up and do not allow prohibited discrimination or harassment.




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- 99 -  
    
    Do not permit coercion or intimidation in the workplace.
    
    Treat people fairly, openly and with respect.
 COMPETITION AND ANTITRUST
    Dos and Donts
 
    
    Avoid discussions, even informal, with competitors about things like prices,
credits, discounts.
    
    Refuse to engage in such a discussion, and tell your counterpart it is
inappropriate to hold this sort of conversation.
    
    Immediately report and explain exactly what happened to ENVOYs Chief Legal
Officer.




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- 100 -  
 CONFIDENTIALITY
     Dos and Donts
 
    
    Using confidential information for personal gain (like buying or selling
shares of ENVOY) or the personal gain of someone else (even a company) is
prohibited.
    
    All consultants should sign a confidentiality agreement if there is a chance
they may see or obtain confidential information.
 COMPLIANCE WITH INSIDER TRADING AND OTHER LEGAL REQUIREMENTS




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- 101 -    Dos and Donts
 
    
    Never disclose information that may have an impact on ENVOYs shares unless
the information is public or unless you were authorized by Senior Management.
    
    Do not buy or sell ENVOY shares (or options) using information you acquired
due to your position while working, or that you accidentally learned at work or
outside work.




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- 102 -  INFORMATION SECURITY
        Dos and Donts
 
    
    Information security is also about being careful about where you discuss ENVOYs
business.
    
    Safeguard your passwords and change them regularly.
    
    Use e-mail for business purposes only.
    
    Do not use internet to access inappropriate sites or information.
 CORPORATE DISCLOSURE




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- 103 -      Dos and Donts
 
    
    Do not speak on behalf of the company unless authorized as an official
spokesperson.
    
    In case of doubt say that you have no comments and refer the individual to
ENVOYs spokespersons.




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- 104 -  RECORDS AND DOCUMENT RETENTION




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- 105 -  REPORTING VIOLATIONS AND COMPLIANCE
 COMPLIANCE STANDARDS AND PROCEDURES
    REPORTING ACCOUNTING AND AUDITING MATTERS
  REPORTING VIOLATIONS




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- 106 -  ALL INQUIRIES WILL BE HANDLED PROMPTLY AND CONFIDENTIALLY, AND YOU WILL NOT BE PENALIZED,
DISCHARGED, DEMOTED, SUSPENDED OR DISCRIMINATED AGAINST FOR REPORTING OR ENQUIRING IN GOOD
FAITH ABOUT POTENTIALLY UNETHICAL CONDUCT OR FOR SEEKING GUIDANCE ON HOW TO HANDLE SUSPECTED
ILLEGAL ACTS OR RULES VIOLATIONS.