**EXHIBIT 4.10**

**CRYPTOLOGIC GROUP OF COMPANIES CODE OF BUSINESS        CONDUCT AND ETHICS**

CryptoLogic Group of Companies and our subsidiaries (referred to        collectively as the “Company”, “CryptoLogic”, “we”,        “our” unless otherwise specifically noted) is committed to the highest        standards of legal and ethical business conduct. This Code of Business Conduct and Ethics        summarizes the legal, ethical and regulatory standards that the Company must follow and is        a reminder to our directors, officers, employees, contractors and other representatives, of        that commitment. Compliance with this Code and high standards of business conduct is        mandatory for every CryptoLogic Group of Companies employee.

**INTRODUCTION**

Our business is becoming increasingly complex, both in terms of the        geographies in which we function and the laws with which we must comply. To help our        directors, officers, employees, contractors and other representatives understand what is        expected of them and to carry out their responsibilities, we have created this Code of        Business Conduct and Ethics.

This Code is not intended to be a comprehensive guide to all of our policies        or to all your responsibilities under law or regulation. It provides general parameters to        help you resolve the ethical and legal issues you encounter in conducting our        business.**Think of this Code as a guideline, or a minimum        requirement, that must always be followed.**If you have any        questions about anything in the Code or appropriate actions in light of the Code, you may        contact the Chairman of the Company’s Board of Directors, the Chief Executive        Officer, the Chief Financial Officer or the Director of Human Resources.

We require each of our directors, officers, employees, contractors and other        representatives to read and become familiar with the ethical standards described in this        Code and to manage one’s behaviour in accordance with best practices. On a yearly        basis as part of the annual review, your performance and behaviour will be measured against        the standards set out herein.

**I.   We Insist on Honest and Ethical Conduct By All of Our        Directors, Officers, Employees, Contractors and Other Representatives**

The Company is a leading software and services provider to the worldwide        Internet gaming market. We have built our business based on excellence in products and        services: not only quality software products, but quality employees and representatives who        adhere to the very highest standards of honesty, ethics and fairness in our dealings with        all of our business contacts. Regulatory leadership is one of three core imperatives of our        strategy. We are committed to the highest standards of transparency and regulatory        compliance. Accordingly, we place the highest value on the integrity of our directors, our        officers, our employees, Contractors and Other Representatives and

----

demand        this level of integrity in all our dealings. We insist on not only ethical dealings among        each other and with others, but on the ethical handling of actual or apparent conflicts of        interest between personal and professional relationships.

**Honest Dealings**

Directors, officers, employees, contractors and other representatives are        required to deal honestly with our customers, suppliers, competitors and other third        parties. Serving our clients effectively is one of our most important goals—in the        eyes of the customer you are the Company. In our dealings with customers and suppliers,        we:

• prohibit any incentive or improper payment, direct or indirect, to        any representative of government or regulator;

• prohibit our directors, officers and employees from accepting any        incentive or improper payment from anyone; and

• protect with the greatest integrity against all proprietary data our        customers or suppliers provide to us.

**Conflicts of Interest; Corporate Opportunities**

While in the employ or acting in a capacity for the Company, our directors,        officers, employees, contractors and other representatives should not be involved in any        activity that creates a material conflict of interest between their personal interests and        the interests of the Company. In particular, without the specific permission of the        Chairman of the Board of Directors, no director, officer, employee, contractor and other        representatives shall:

• be a consultant to, or a director, officer or employee of, or        otherwise operate an outside business that:

markets products or services in direct competition with our current products        and services;

|   | supplies                        products or services to the Company; or |
|--------|-------------------------------------------------------------------------|

|   | purchases                        products or services from the Company. |
|--------|-------------------------------------------------------------------------|

 

Directors, officers, employees, contractors and other representatives must        notify the Chairman of the Board of Directors of the existence of any actual or potential        material conflicts of interest.

 

----

**Confidentiality and Corporate Assets**

 

Our directors, officers, employees, contractors and other representatives        are entrusted with our confidential information and with the confidential information of        our suppliers, customers or other business partners. This information may include (1)        technical or scientific information about current and future products, services or        research, (2) business or marketing plans or projections, (3) earnings and other internal        financial data, (4) personnel information, (5) supplier and customer lists and (6) other        non-public information that, if disclosed, might be of use to our competitors, or harmful        to our suppliers, customers or other business partners. This information is our property,        or the property of our suppliers, customers or business partners and in many cases was        developed at great expense.**Our directors, officers, employees,        contractors and other representatives shall:**

•**Not discuss confidential information with,        or in the presence, of any unauthorized persons, including family members and        friends;**

•**Use confidential information only for our        legitimate business purposes and not for personal gain;**

•**Not disclose confidential information to        third parties.**

 

Please        review the Company’s “Non-Disclosure and Confidentiality Agreement”,        which you signed upon joining CryptoLogic, in order to re-familiarize yourself with the        requirements and responsibilities in this area.

| **II.** | **We Provide Full, Fair, Accurate, Timely and                        Understandable Disclosure** |
|---------|--------------------------------------------------------------------------------------------------|

We are committed to providing our shareholders and investors with full,        fair, accurate, timely and understandable disclosure in the reports that we file with        securities regulators in North America and the United Kingdom, where the Company is listed.        To this end, our directors, officers, employees, contractors and other representatives        shall:

• comply with generally accepted accounting principles at all        times;

• maintain a system of internal accounting controls that will provide        reasonable assurances to management that all transactions are properly recorded and        material information about the Company is made known to management; and

• not communicate to the public or any non-employee any non-public        information except through our Chief Executive Officer, Chief Financial Officer or        Director, Human Resources. This includes obtaining prior consent of the above named        officers for any press or media articles or interviews.

----

| **III.** | **We Comply With all Laws, Rules and                        Regulations** |
|----------|---------------------------------------------------------------------------|

We will comply with all laws and governmental regulations that are        applicable to our activities, and expect all our directors, officers, employees,        contractors and other representatives to obey the law. Specifically, we are committed        to:

• complying with applicable employment legislation;

• complying with all applicable securities laws; and

• complying with applicable government regulations pertaining to our        business, specifically relating to the Internet, electronic commerce and online        gaming.

Please review the Company’s “Statement of Confidentiality and        Trading Responsibilities” to re-familiarize yourself with the requirements describing        the nature of inside information and the related restrictions on trading.

**REPORTING AND EFFECT OF VIOLATIONS**

Compliance with this code of conduct is, first and foremost, the individual        responsibility of every director, officer, employee, contractor and other representatives..        We aim to foster a work environment in which ethical issues and concerns may be raised and        discussed with supervisors or with others without the fear of retribution. It is our        responsibility to provide a system of reporting and access when you wish to report a        suspected violation, or to seek counseling, and the normal chain of command cannot, for        whatever reason, be used.

**Administration**

Our Board of Directors has established the standards of business conduct        contained in this Code and oversees compliance with this Code. The Board has requested that        the Chairman of the Board of Directors monitor compliance with the Code. While serving in        this capacity, the Chairman will report to the Board of Directors his findings regarding        compliance with the Code and the status of any investigations of material violations of the        Code.

**Reporting Violations and Questions**

Directors, officers, employees, contractors and other representatives must        report, in person or in writing, any known or suspected violations of laws, governmental        regulations or this Code to Conduct, to the Chairman of the Board of Directors.        Additionally, directors, officers, employees, contractors and other representatives may        contact the Chairman of the Board of Directors with a question or concern about this Code        or a business practice. Any questions or violation reports will be addressed immediately,        and can be made anonymously. If you feel uncomfortable reporting suspected violations to        this individual, you may report matters to the Chief Executive Officer, Chief Financial        Officer, and Director of Human Resources. The address and

----

telephone number of these individuals are listed below in this        Code.

In        addition, each director, officer, employee, contractor and representatives should be aware        of the Whistleblower Policy of the Corporation and report incidents defined under the        policy when they become aware of them.

 

**We will not permit any retaliation against a director, officer, employee,        contractor, or other representative who acts in good faith in reporting any        violation.**

The Chairman of the Board will investigate any reported violations and will        determine an appropriate response, including corrective action and preventative measures.        All reports will be treated confidentially to every extent possible.

         

 

| **Names and Addresses**                                                                                                                                                                          |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                             |   |
| **Reporting Contacts:**                                                                                                                                                                          |   |
|                                                                                                                                                                                             |   |
| **Chairman of the Board of Directors**                                                                                                                                                           | **Chief Executive Officer** |
| Name: Robert Stikeman

Stikeman, Graham, Keeley & Spiegel

Address: 220 Bay Street, 7th Floor

Toronto, ON M5J 2W4

Phone: 416-367-1930

E-mail: bob@stikeman.to                             | Name: Brian Hadfield

CryptoLogic Ltd.

Address: Alexandra House

The Sweepstakes

Ballsbridge

Dublin 4, Ireland

P+353 (0) 1631-9000

+353 (0) 1631-9001

E-mail: brian.hadfield@cryptologic.com |
|                                                                                                                                                                                             |   |
| **Chief Financial Officer**                                                                                                                                                                      | **Director, Human Resources** |
| Name: Steve Taylor

CryptoLogic Ltd.

Address: Alexandra House

The Sweepstakes

Ballsbridge

Dublin 4, Ireland

P+353 (0) 1631-9000

+353 (0) 1631-9001

E-mail: stephen.taylor@cryptologic.com | Name: Donna Husack

CryptoLogic Group of Companies

Address: 55 St. Clair Ave W 3rd Floor

Toronto, ON M4V 2Y7

Phone: 416-545-1455 x 5722

E-mail: donna.husack@cryptologic.com |
|                                                                                                                                                                                             |   |

 

----