Employee Code of Conduct

Purpose
Our company is building a great tradition of success. As we seek to provide the very best products and services, maximize profitability and increase our stockholders equity, we must not forget that honest labor and principled competition are the cornerstones of Telular's success. We are subject not only to various legal and regulatory requirements, but also to the high expectations of the public, our stockholders, customers, suppliers and fellow employees. These legal requirements and high expectations together with trust and integrity establish the minimum level for our behavior and are essential to our success and profitability. More importantly, they are key to ensuring that everyone we deal with is proud to be associated with us.

This Code of Conduct sets forth some guiding principles. We shall at all times strive to create and maintain an environment that rewards honesty and integrity and maintains a high standard of ethics. We are expected to honor the spirit, as well as the letter, of this Code. Anything less is unacceptable.

Scope
The Code of Conduct applies to all employees of Telular Corporation and its subsidiaries. This Code is a reminder of basic principles of Conduct. It is neither an employment agreement between the company and any employee nor an expressed or implied limitation on the grounds for which the company may terminate the employment of any employee.

Policies

Honesty and Integrity
Everyone we deal with should believe in and trust us. Our company is nothing more or less than its employees as a whole. Dishonesty, misrepresentations, fraud and deceit have no place in our company and will not be tolerated.

Company Resources
The Company's assets, including equipment, systems, software, information intellectual property and employees' time are to be used only for the benefit of the company.

Conflicts of Interest

Conflicts of interest divide loyalties and injure reputations. It is essential that personal or financial interests do not conflict or even appear to conflict with the interest of our company.
Employees will not accept payments or gifts (other than advertising novelties or other items of nominal value) including any favors or services that might be regarded as placing the employee under some obligation to a third party dealing or desiring to deal with Telular.
Employees will not accept payments or gifts (other than advertising novelties or other items of nominal value), including any favors or services which might be regarded as compromising to our customers or suppliers, or with the intent to unfairly influence them.
Employment of a Telular employee with any other firm or person, including self-employment, is prohibited if that firm or person is a competitor or supplier of Telular.
A Telular employee should not accept employment with any firm or person if that firm or person is a customer of Telular.
Employees should not engage in any outside activity that uses the skill, knowledge and/or intellectual property of Telular, including property the employee developed or uses in the performance of their duties and responsibilities at Telular.
Employees should not have any relationship with any business enterprise that might affect the employee's independence of judgment in transactions between Telular and the other business enterprise or otherwise conflicts with the proper performance of the employee's duties at Telular.
Employees must receive prior approval of Telular's Chief Executive Officer before accepting any appointment to membership of the board of directors, standing committee, or similar body of any outside company, organization or government agency (other than charitable, educational, fraternal, political, community or religious organizations or similar groups), whether or not a possible conflict of interest might result from the acceptance of any such appointment.
A Telular employee may not have an investment or business interest in any supplier or customer of Telular that could in any respect compromise the employee's loyalty to Telular.
Employees may not have any interest in another company that might appear to adversely affect the employee's judgment regarding the employee's job or loyalty to Telular.
If you are in a position to direct or where you could influence someone else to direct business to yourself, a family member or relative or close friend, or to a firm in which any of such persons has a financial, employment or other interest, you must disclose this situation to your manager before such a commitment is made.

Insider Trading

The Securities Exchange Act of 1934 prohibits the purchase or sale of the company's stock based on information that is not generally known to the public. We are prohibited from trading in the company's stock based on information until such information is "public" if a reasonable investor would consider it important in deciding whether to purchase, sell or hold Telular Corporation stock. If information not known to the public is part of the basis for your decision to purchase or sell the company's stock, then you may not act.
Just as important, you may not pass any such information to others unless there is a work-related need to know and then only with the understanding that information is confidential. You may not use the information for any other non-work related purposes. For instance, if you learned the company was considering the purchase of a company, then you may not purchase stock of that company based on such non-public information, nor could you pass the information on to anyone else so that they could purchase stock in that company.
Officers and certain employees are subject to additional restrictions. For more information and to have questions addressed, you should consult the Corporate Secretary.

Confidential Information

Due to the nature of our business, a great deal of technical, marketing, competitive and business/financial information is gathered and should be considered Telular proprietary information.
Our patents and other intellectual property is Telular's proprietary information. All such information must be treated sensitively and with discretion. Such information should not be disclosed except as appropriate business needs dictate.

Employees and Employment Practices

Telular will not discriminate against any employee or applicant for employment on the basis of race, sex, age, religion, national origin, disability or other prohibited factor and is committed to ensuring that the workplace is free from unlawful harassment, including sexual and racial harassment. Telular also seeks to provide a safe and healthy work environment. All employees are expected to contribute to achieving these goals and to bring to the company's attention any conduct, whether directed towards them or towards others, that is contrary to these policies.
All Telular employees are expected to devote their best efforts, knowledge and ability to further the company's success. The company in turn will strive to treat employees in a fair manner and to reward them for their contributions.

Competitors

We should at all times deal fairly with our competitors. Our goal is to win on the merits of our products and services. Comparisons to our competitors should always be fair and never misleading.
Disparagement of competitors reflects negatively on us, not on them. Disparagement is not to be used as sales or marketing tactic.
We will not induce others to break binding contracts with competitors.
We will not cheat our customer by discussing pricing policies, terms and conditions, marketing and product plans or other such information with our competition.
Our success will depend upon our long-term adherence to the principles of free and fair competition.

Representing the Company

Individual involvement in the political process is an important right and is strongly encouraged. However, federal and state laws restrict political contributions and activities by the corporation.
No Company funds, time or other resources may be devoted to any political activities without prior approval of the Chief Executive Officer.
Employees are entitled to their private lives and activities, free from restraints imposed by their employer. The company respects the individuals right to privacy. However, all of us are representatives of the company.
Care should always be taken to ensure that non-business activities are kept strictly separate and apart from business activities and do not interfere or reflect poorly on the company or undermine confidence in our collective integrity.

Compliance with the Laws and Company Policies

You are responsible for learning and complying with all laws and policies applicable to your position in the company.
You shall comply with the letter and spirit of all laws and policies governing your activities on the behalf of the company.

Summary
As we work to build our company and achieve and maintain long-term success and profitability, we must remember the high expectations of everyone with whom we deal.

We will be uncompromising in our sense of principles and ethics. Trust is the foundation on which relationships are built and companies are made.

This Code of Conduct establishes minimum standards for our actions. Our corporate culture must be based on values, which we can all share.

No Code of Conduct can cover all areas of acceptable business behavior so in all debatable situations, we should always test our actions by asking ourselves how our family, friends and co-workers would view our actions. If we are not comfortable with the answer, then we do not need a Code of Conduct or rulebook to tell us what to do.