Exhibit 14.1

CODE OF BUSINESS CONDUCT AND ETHICS

Cover page for website policy:

OUR CODE EMBODIES POLICIES ENCOURAGING INDIVIDUAL AND PEER INTEGRITY,
ETHICAL BEHAVIOR AND OUR RESPONSIBILITIES TO OUR EMPLOYEES, CUSTOMERS,
SUPPLIERS, STOCKHOLDERS, AND THE PUBLIC, AND INCLUDES:

- Prohibiting conflicts of interest (including protecting corporate
opportunities)

- Protecting our confidential and proprietary information and that of our
customers' and vendors'

- Treating our employees, customers, suppliers and competitors fairly

- Encouraging full, fair, accurate, timely and understandable disclosure

- Protecting and properly using company assets

- Complying with laws, rules and regulations (including insider trading
laws)

- Encouraging the reporting of any unlawful or unethical behavior

THE INFORMATION BELOW ARE THOSE PORTIONS OF OUR CODE OF BUSINESS CONDUCT
AND ETHICS, WHICH ADDRESS THE ISSUES LISTED ABOVE.

[JDA SOFTWARE GROUP, INC. LETTERHEAD]

A MESSAGE ABOUT THE CODE OF BUSINESS CONDUCT AND ETHICS FROM OUR CEO:

To All Officers, Directors and Employees:

One of JDA's most valuable assets is its integrity. Protecting this asset
is the job of everyone in the company. To that end, we have established a Code
of Business Conduct and Ethics. This code applies to every officer, director and
employee. This code should also be provided to and followed by the company's
agents and representatives, including consultants. This code is designed to help
you comply with the law and maintain the highest standards of ethical conduct.
It does not cover every issue that may arise, but it sets out basic principles
and a methodology to help guide you in the attainment of this common goal.

All of JDA's officers, directors and employees must carry out their duties
in accordance with the policies set forth in this code and with applicable laws
and regulations. Except as otherwise set forth in this code, to the extent that
other company polices and procedures conflict with this code, you should follow
this code. Any violation of applicable law or any deviation from the standards
embodied in this code can result in disciplinary action up to and including
termination. Disciplinary action also may apply to an employee's supervisor who
directs or approves the employee's improper actions, or is aware of those
actions but does not act appropriately to correct them. In addition to imposing
its own discipline, the company may also bring suspected violations of law to
the attention of the appropriate law enforcement personnel. If you are in a
situation which you believe may violate or lead to a violation of this code,
follow the procedures described in this code.

The standard required by this code is one of thoughtful consideration, and
careful application, of legal requirements.

SIGNATURE

PRESIDENT AND CHIEF EXECUTIVE OFFICER

JDA SOFTWARE GROUP, INC.

CODE OF BUSINESS CONDUCT AND ETHICS

1. INTRODUCTION

One of our company's most valuable assets is its integrity. Protecting
this asset is the job of everyone in the company. To that end, we have
established this Code of Business Conduct and Ethics to help our directors,
officers and employees both comply with the law and maintain the highest
standards of ethical conduct. This Code does not cover every issue that may
arise, but it sets out basic principles and a methodology to help guide you in
the attainment of this common goal. This Code should also be provided to and
followed by the company's agents and representatives, including consultants.
Under this Code, the term "director" refers to a member of the company's Board
of Directors, rather than an employee whose job title designates that employee
as a director.

All of the company's officers, directors and employees must carry out
their duties in accordance with the policies set forth in this Code and with
applicable laws and regulations. Violations of applicable law or any deviation
from the standards embodied in this Code will result in disciplinary action that
may include oral or written warning, disciplinary probation, suspension,
reduction in salary, demotion or dismissal from employment. These disciplinary
actions also may apply to an employee's supervisor who directs or approves the
employee's improper actions, or is aware of those actions but does not act
appropriately to correct them. In addition to imposing its own discipline, the
company may also bring suspected violations of law to the attention of the
appropriate law enforcement personnel. If you are in a situation or are aware of
a situation which you believe may violate or lead to a violation of this Code,
follow the procedures described herein.

The company has designated the company's General Counsel and Chief
Financial Officer to act as the Compliance Team, responsible for overseeing
communication, training, monitoring, and overall compliance with this Code.

This Code describes at a high level certain prohibited conduct focusing
primarily on compliance with law and ethical conduct. Other company policies
discuss more specifically additional conduct that may not be unlawful, but is
prohibited nonetheless; for example, the unauthorized approval of agreements.
For your convenient reference, attached as an addendum to this Code is a chart
summarizing certain prohibited conduct, referencing applicable company policies
and procedures and providing the location of such policies and procedures.
Except as otherwise set forth herein, to the extent that other company polices
and procedures conflict with this Code, you should follow this Code.

2. SUMMARY OF PROHIBITED CONDUCT

Below is a list of certain conduct prohibited by this Code and/or company
policy. The list is not intended to be all inclusive, nor is it intended to be a
complete description of the prohibited conduct. Instead, it is a high-level
summary of the more egregious forms of prohibited conduct, together with
references to policy documents (other than this Code) where you may obtain

further information regarding the prohibited conduct. Any company associate
found to have engaged in any prohibited conduct is subject to discipline up to
and including immediate termination.

You should not only be familiar with the Code, but also with the referenced
policy documents. All referenced policy documents are available on the company
Intranet (http://explorejda.jda.com/) under either the Human Resources or the
Accounting/Legal team intranets. If you have any questions concerning whether
certain conduct may be prohibited by one or more of the company's policies,
please contact your manager, Human Resources, or a member of the Compliance
Team.

PROHIBITED CONDUCT DETAILS FOR ADDITIONAL INFORMATION, SEE:
- ------------------ ------- --------------------------------

INSIDER TRADING You must not buy or sell company stock Policies and Procedures Manual --
while you possess material, non-public TRADING RESTRICTIONS ; Insider Trading
information Policy

TRADING WINDOWS If the Insider Trading Policy classifies Insider Trading Policy
you as a "Designated Employee" you must
not trade company stock during the
quarterly blackout period. In addition,
you must not trade company stock if you
are informed that you are subject to a
special trading blackout.

CHAT ROOMS You must not participate in internet chat Insider Trading Policy
room discussions or post on message boards
regarding the company or its competitors.

UNAUTHORIZED AGREEMENT All agreements (including letters of Policies and Procedures Manual --
APPROVALS intent and similar documents) must be CONTRACTS, AGREEMENTS AND ALLIANCES;
approved by the Legal Department. Internal Contract Controls

UNAUTHORIZED AGREEMENT Customer agreements (for software, Contract Process Explanatory Memo; SOW
SIGNATURES support, services, worldwide) may only be Explanatory memo; Internal Contract
signed by designated individuals Controls

SIDE LETTERS Side letters (including any email or other Contract Process Explanatory Memo;
communication that adds to or changes the Contract Tutorial; Internal Contract
terms of an agreement) are a form of Controls
agreement and must be authorized by both
the company's CEO and CFO

INADEQUATE SOW REVIEW AND All fixed bid and non-standard time and SOW Explanatory Memo and SOW FAQ;
SIGNATURE materials Statements of Work ("SOW") Internal Contract Controls
require legal, accounting and

PROHIBITED CONDUCT DETAILS FOR ADDITIONAL INFORMATION, SEE:
- ------------------ ------- --------------------------------

regional VP approval prior to presentation
clients.

UNAUTHORIZED COMMITMENTS Proposals and RFP responses are not to be Internal Contract Controls
(PROPOSALS AND RFP RESPONSES) incorporated into contracts. Do not agree
to this in a proposal or RFP response.
Exceptions to this policy must be approved
in advance by the Company's CEO and
General Counsel. Payment terms must be
approved by Accounting.

UNAUTHORIZED PURCHASES AND Purchases of ANY products or services must Policies and Procedures Manual --
EXPENDITURES observe purchasing limits and signature PURCHASING/REQUISITION POLICY
limits.

HARASSMENT AND DISCRIMINATION Harassment includes creating a hostile Policies and Procedures Manual -- EQUAL
environment even if no persons of EMPLOYMENT OPPORTUNITY AND COMPLAINT
protected classes are present. PROCEDURE

DISCLOSING OR MISUSING Treat all company and client information Policies and Procedures Manual --
CONFIDENTIAL COMPANY OR as if it were confidential, unless it is CONFIDENTIALITY OF COMPANY INFORMATION
CLIENT INFORMATION available on our web site. In addition,
confidential information within the
company should be treated strictly on a
"need to know" basis.

EXPENSE ACCOUNT/CORPORATE Corporate cards are for company business Policies and Procedures Manual --
CREDIT CARD ABUSE only and, per the agreement, are payable EXPENSE REPORTS, CREDIT CARDS
upon receipt.

MISUSE OF COMPANY SYSTEMS OR Company computer systems (including Policies and Procedures Manual --
COMMUNICATIONS JDA-issued laptops), email, telephone, fax SYSTEMS USER POLICY
and other devices are for company business
and must not be used to receive, store or
transmit illegal or objectionable material
or for the benefit of another business.
LICENSE OR COPYRIGHT ABUSE Use of unlicensed software or other Policies and Procedures Manual --
license violations; use of illegal SYSTEMS USER POLICY
material such as illegally downloaded
music, video, or images.

OTHER CONDUCT LISTED IN THE Policies and Procedures Manual --
"TERMINATION" SECTION OF THE TERMINATION
POLICIES AND PROCEDURES
MANUAL

3. COMPLIANCE WITH LAWS AND REGULATIONS

THE COMPANY SEEKS TO COMPLY WITH THE LAWS AND REGULATIONS IN ALL COUNTRIES
IN WHICH IT OPERATES.

Numerous federal, state and local laws and regulations define and
establish obligations with which the company, its employees and agents must
comply. Under certain circumstances, local country law may establish
requirements that differ from this Code. You are expected to comply with all
local country laws in conducting the company's business and in performing your
duties for the company, including those prohibiting discrimination based on age,
sex, race, religion or other characteristics. If you violate these laws or
regulations in performing your duties for the company, you not only risk
individual indictment, prosecution and penalties, and civil actions and
penalties, you also subject the company to the same risks and penalties, and you
may be subject to immediate disciplinary action, including possible termination
of your employment or affiliation with the company.

If you believe there is any conflict between this Code and local laws, you
should consult with a member of the Compliance Team.

4. FULL, FAIR, ACCURATE, TIMELY AND UNDERSTANDABLE DISCLOSURE

It is of paramount importance to the company that all disclosure in
reports and documents that the company files with, or submits to, the Securities
and Exchange Commission, and in other public communications made by the company
is full, fair, accurate, timely and understandable. The company maintains a
Disclosure Committee to help oversee its public disclosure. You should consult
with a member of the Compliance Team if you have any concerns about the accuracy
of any public disclosure. You must take all steps available to assist the
company in these responsibilities consistent with your role within the company.
In particular, you are required to provide prompt and accurate answers to all
inquiries made to you in connection with the company's preparation of its public
reports and disclosure.

Any attempt to enter inaccurate or fraudulent information into the
company's accounting system will not be tolerated and will result in
disciplinary action, up to and including termination of employment.

5. SPECIAL ETHICS OBLIGATIONS FOR PERSONS WITH FINANCIAL REPORTING
RESPONSIBILITIES

Each director, the Chief Executive Officer, President, Chief Financial
Officer and all executive officers elected or designated by the Board of
Directors are Senior Company Representatives. Each Senior Company Representative
bears a special responsibility for promoting integrity throughout the company.
Furthermore, the Senior Company Representatives have a responsibility to foster
a culture throughout the company as a whole that ensures the fair and timely
reporting of the company's results of operation and financial condition and
other financial information.

Because of this special role, the Senior Company Representatives are bound
by the following Financial Officer Code of Ethics, and by accepting the Code of
Business Conduct and Ethics each agrees that he or she will:

- Perform his or her duties in an honest and ethical manner.

- Refrain from engaging in any activity or having a personal interest that
presents an actual or apparent conflict of interest. A conflict of
interest occurs when a person's personal interest interferes, or appears
to interfere, with the interests of the company. A conflict of interest
can arise when a Senior Company Representative takes action or has
interests that prevents or interferes with that person's performing his or
her company duties and responsibilities honestly, objectively and
effectively.

- Take all necessary actions to ensure full, fair, accurate, timely, and
understandable disclosure in reports and documents that the company files
with, or submits to, government agencies and in other public
communications.

- Comply with all applicable laws, rules and regulations of federal, state
and local governments.

- Proactively promote and be an example of ethical behavior in the work
environment.

6. INSIDER TRADING

YOU SHOULD NEVER TRADE SECURITIES ON THE BASIS OF CONFIDENTIAL INFORMATION
ACQUIRED THROUGH YOUR EMPLOYMENT RELATIONSHIP OR SERVICES FOR THE COMPANY AND
SHOULD NEVER DISCLOSE CONFIDENTIAL INFORMATION TO SOMEONE FOR THE PURPOSE OF
ENABLING THEM TO MAKE A PROFIT OR AVOID A LOSS TRADING SECURITIES.

You are prohibited under both federal law and company policy from
purchasing or selling company stock, directly or indirectly, on the basis of
material non-public information concerning the company. Any person possessing
material non-public information about the company must not engage in
transactions involving company securities until this information has been
released to the public, unless any such transaction is otherwise lawful pursuant
to a 10b5-1 trading plan. Generally, material information is that which would be
expected to affect the investment decisions of a reasonable investor or the
market price of the stock. You must also refrain from trading in the stock of
other publicly held companies, such as existing or potential customers or
suppliers, on the basis of material confidential information obtained in the
course of your employment or service as a director. It is also illegal to
recommend a stock to (i.e., "tip") someone else on the basis of such information
or to pass on confidential information to someone for the purpose of enabling
them to make a profit or avoid a loss trading securities. Both the tipper and
the tippee, and anyone else to whom the tippee passes the information, may be
held liable. If you have a question concerning appropriateness or legality of a
particular securities transaction, consult with a member of the company's
Compliance Team.

Officers, directors and certain other employees of the company are subject
to additional responsibilities under the company's Insider Trading Policy, a
copy of which has been provided

to each such officer, director and employee, and which can be obtained from the
company's Intranet at http://explorejda.jda.com (please select "Legal," then
"Processes & Policies") or from a member of the company's Compliance Team or
Human Resources Department. You should also refer to the "Trading Restrictions"
section of the company's Policies and Procedures Manual, which may also be
obtained from the company's Intranet (at the link referenced above) or from a
member of the Compliance Team or Human Resources Department.

If the Insider Trading Policy classifies you as a "Designated Employee"
you must not trade the company's stock during the quarterly blackout period.
Additionally, you must not trade the company's stock if you are informed that
you are subject to a special trading blackout. You must not participate in
internet chat room discussions or post on message boards regarding the company
or its competitors. You should refer to the Insider Trading Policy for more
details.

7. CONFLICTS OF INTEREST

YOU SHOULD AVOID ANY SITUATION IN WHICH YOUR PERSONAL INTERESTS CONFLICT
OR WOULD APPEAR TO CONFLICT WITH THE COMPANY'S INTERESTS.

You should avoid entering into situations in which your personal, family
or financial interests may conflict with those of the company. The following are
examples of conflicts that must be declared and resolved:

- a conflict situation arises when you, or a member of your family, receives
improper personal benefits as a result of your position in the company;

- a conflict situation can arise when you take business-related actions or
have interests that make it difficult to perform your company work
objectively and effectively;

- it is almost always a conflict of interest for company employees to work
simultaneously for a competitor, customer or supplier;

- having an interest in a customer, supplier, or competitor (other than
through mutual funds or through holdings of individual securities worth
less than $500,000) of the company;

- acquiring an interest in property (such as real estate, patent or other
intellectual property rights or securities) in which you have reason to
know the company has, or might have, a legitimate interest;

- loans to, or guarantees of obligations of, employees and their family
members may create conflicts of interest;

- you may not divulge or use the company's confidential information - such
as financial data, customer information, or computer programs - for your
own personal or business purposes;

- making gifts or payments, or providing special favors, to customers,
suppliers or competitors (or their immediate family members) with a value
significant enough to cause the customer, supplier or competitor to make a
purchase, or take or forego other

action, which is beneficial to the company and which the customer,
supplier or competitor would not otherwise have taken; or

- you are given the right to buy stock in other companies or receive cash or
other payments in return for promoting the services of an advisor, such as
an investment banker, to the company.

Any transaction proposed between the company and a related party must be
submitted to the company's Audit Committee for review. The company will not,
directly or indirectly, extend or maintain credit, or arrange for an extension
of credit, in the form of a personal loan to or for any executive officer or
director.

Neither you, nor members of your immediate family, are permitted to
solicit or accept valuable gifts, payments, special favors or other
consideration from customers, suppliers or competitors.

Conflicts are not always clear-cut. If you become aware of a conflict,
potential conflict, or have a question as to a potential conflict, you should
consult with your manager or a member of the company's Compliance Team and/or
follow the procedures described in Section 12 of this Code. If you become
involved in a situation that gives rise to an actual conflict, you MUST inform
your supervisor or a member of the company's Compliance Team of the conflict.

8. CORPORATE OPPORTUNITIES

YOU OWE A DUTY TO THE COMPANY TO ADVANCE ITS LEGITIMATE INTERESTS WHEN THE
OPPORTUNITY TO DO SO ARISES.

Examples of prohibited conduct include, but are not limited to:

- taking for yourself opportunities that are discovered through the
use of corporate property, information or position;

- using corporate property, information, or position for personal
gain; and

- competing with the company.

If you have any doubt with respect to any opportunity that presents itself
to you, you should seek advice from your supervisor, manager or a member of the
Compliance Team.

9. CONFIDENTIALITY

ALL CONFIDENTIAL INFORMATION THAT YOU OBTAIN WHILE EMPLOYED BY OR SERVING
FOR THE COMPANY IS THE PROPERTY OF THE COMPANY AND MUST BE PROTECTED.

Confidential information includes all non-public information that might be
of use to competitors, or harmful to the company or its customers, if disclosed.
You must maintain the confidentiality of such information entrusted to you by
the company, its customers and its suppliers, except when disclosure is
authorized by the company or required by law. As a matter

of practice, you should treat all company and client information as confidential
unless it is available on the company's web site or in its press releases or
other public filings. Additionally, confidential information within the company
should be communicated to other company employees and consultants strictly on a
"need to know" basis.

Examples of confidential information include, but are not limited to: the
company's trade secrets; business trends and projections; information about
financial performance; new product or marketing plans; research and development
ideas or information; information about potential acquisitions, divestitures and
investments; stock splits, public or private securities offerings or changes in
dividend policies or amounts; significant personnel changes; and existing or
potential major contracts, orders, suppliers, customers or finance sources or
the loss thereof.

Your obligation with respect to confidential information extends beyond
the workplace. In that respect, it applies to communications with your family
members and continues to apply even after your employment with, or services for,
or director relationship with the company terminates. Additionally, if you are a
company employee, as a condition to your employment, you signed a letter
containing certain agreements regarding confidentiality and assignment of
inventions. You are expected to fully and completely comply with the terms of
that letter agreement. If you have misplaced your copy of this letter, you may
obtain a duplicate copy from a member of the Compliance Team or Human Resources
Department.

For more details on this topic, you should refer to the company's policy
regarding Confidentiality of Company Information, which can be obtained from the
company's Intranet at http://explorejda.jda.com (please select "Legal," then
"Processes & Policies") or from a member of the Compliance Team or Human
Resources Department.

10. FAIR DEALING

OUR GOAL IS TO BE REGARDED AS A COMPANY THAT DOES BUSINESS WITH INTEGRITY.

You should endeavor to deal with the company's customers, suppliers,
competitors, employees and directors in an honest and forthright manner. Under
federal and state laws, the company is prohibited from engaging in unfair
methods of competition, and unfair or deceptive acts and practices. You should
not take unfair advantage of anyone through manipulation, concealment, abuse of
privileged information, misrepresentation of material facts, or any other unfair
dealing practice.

Examples of prohibited conduct include, but are not limited to:

- bribery or payoffs to induce business or breaches of contracts by others;

- acquiring a competitor's trade secrets through bribery or theft;

- making false, deceptive or disparaging claims or comparisons about
competitors or their products or services;

- mislabeling products or services;

- making affirmative claims about the company's products and services
without having a reasonable basis for doing so.

11. PROTECTION AND PROPER USE OF COMPANY ASSETS

YOU SHOULD ENDEAVOR TO PROTECT THE COMPANY'S ASSETS AND ENSURE THEIR
PROPER USE.

Company assets are to be used only for legitimate business purposes of the
company and only by authorized employees, officers and directors or their proper
designees. This includes both tangible and intangible assets. Intangible assets
include intellectual property such as trade secrets, patents, trademarks and
copyrights, business, marketing and service plans, engineering and manufacturing
ideas, designs, databases, company records, salary information, and any
unpublished financial data and reports. Unauthorized alteration, destruction,
use, disclosure or distribution of company assets violates company policy and
this Code. Theft, carelessness and waste have a direct impact on the company's
profitability and will not be tolerated.

The company provides computers, voice mail, electronic mail (e-mail), and
Internet access to certain employees for the purpose of achieving the company's
business objectives. As a result, the company has the right to access, reprint,
publish, or retain any information created, sent or contained in any of the
company's computers or e-mail systems of any company machine. You may not use
e-mail, the Internet or voice mail for any illegal purpose or in any manner that
is contrary to the company's policies or the standards embodied in this Code.

You should not make copies of, or resell or transfer copyrighted
publications, including software, manuals, articles, books, and databases being
used in the company, that were created by another entity and licensed to the
company, unless you are authorized to do so under the applicable license
agreement. In no event should you load or use, on any company computer, any
software, third party content or database without fully complying with the
Systems User Policy. You may use a handheld computing device or mobile phone in
connection with your work for the company, but must not use such device or phone
to access, load or transfer content, software or data in violation of any
applicable law or regulation or without the permission of the owner of such
content, software or data. If you should have any question as to what is
permitted in this regard, please consult with the company's Director of the
Information Technology Group.

For more details on this topic, you should refer to the company's Systems
User Policy, a copy of which can be obtained from the company's Intranet at
http://explorejda.jda.com (please select "Legal," then "Processes & Policies")
or from a member of the Compliance Team.

12. REPORTING VIOLATIONS OF COMPANY POLICIES AND RECEIPT OF COMPLAINTS
REGARDING FINANCIAL REPORTING OR ACCOUNTING ISSUES

YOU SHOULD REPORT ANY VIOLATION OR SUSPECTED VIOLATION OF THIS CODE TO THE
APPROPRIATE COMPANY PERSONNEL OR VIA THE COMPANY'S ANONYMOUS AND CONFIDENTIAL
REPORTING PROCEDURES.

The company's efforts to ensure observance of, and adherence to, the goals
and policies outlined in this Code mandate that you promptly bring to the
attention of a member of the Compliance Team or, if appropriate, the Chair of
the Audit Committee, any material transaction,

relationship, act, failure to act, occurrence or practice that you believe, in
good faith, is inconsistent with, in violation of, or reasonably could be
expected to give rise to a violation, of this Code.

You should report any suspected violations of this Code in accordance with
the procedures set forth below.

- In the event you believe a violation of the Code, or a violation of
applicable laws and/or governmental regulations has occurred or you have
observed or become aware of conduct which appears to be contrary to the
Code, immediately report the situation to your supervisor, a member of the
Compliance Team or, if appropriate, the Chair of the Audit Committee.
Supervisors or managers who receive any report of a suspected violation
must report the matter to a member of the Compliance Team.

- If you have or receive notice of a complaint or concern regarding the
company's financial disclosure, accounting practices, internal accounting
controls, auditing, or questionable accounting or auditing matters, you
MUST immediately advise your supervisor, or a member of the Compliance
Team or the Chair of the Audit Committee. All such complaints or concerns
will be forwarded (i) immediately to the Chief Financial Officer and Chief
Executive Officer, unless the Chief Financial Officer or Chief Executive
Officer, respectively, is the subject of such complaint, and (ii) promptly
to the Audit Committee, except any complaints that are determined to be
without merit by both the General Counsel and Chair of the Audit Committee
may instead be reported at the next regularly scheduled meeting of the
Audit Committee. The Audit Committee will evaluate the merits of any
complaints received and authorize such follow-up actions, if any, as it
deems necessary or appropriate to address the substance of the complaint.

- If you wish to report any such matters anonymously or confidentially, then
you may do so as follows:

- Mail a description of the suspected violation or other complaint or
concern to:

GENERAL COUNSEL OR CHIEF FINANCIAL OFFICER
JDA SOFTWARE GROUP, INC.
14400 NORTH 87TH STREET
SCOTTSDALE, AZ 85260-3649

AUDIT COMMITTEE CHAIR
5430 E. ARCADIA LANE
PHOENIX, AZ 85018

- Use common sense and good judgment; Act in good faith. You are expected to
become familiar with and to understand the requirements of the Code. If
you become aware of a suspected violation, don't try to investigate it or
resolve it on your own. Prompt

disclosure to the appropriate parties is vital to ensuring a thorough and
timely investigation and resolution. The circumstances should be reviewed
by appropriate personnel as promptly as possible, and delay may affect the
results of any investigation. A violation of the Code, or of applicable
laws and/or governmental regulations is a serious matter and could have
legal implications. Allegations of such behavior are not taken lightly and
should not be made to embarrass someone or put him or her in a false
light. Reports of suspected violations should always be made in good
faith.

- Internal investigation. When an alleged violation of the Code, applicable
laws and/or governmental regulations is reported, the company will take
appropriate action in accordance with the compliance procedures outlined
in Section 13 of the Code. You are expected to cooperate in internal
investigations of alleged misconduct or violations of the Code or of
applicable laws or regulations.

- No fear of retaliation. It is a federal crime for anyone to intentionally
retaliate or take any harmful action against or interfere with the lawful
employment or livelihood of any person who provides truthful information
concerning a possible violation of any federal law to a law enforcement
official. The company will not permit any form of retribution against any
person, who, in good faith, reports known or suspected violations of
company policy. In cases in which you report a suspected violation in good
faith and are not engaged in the questionable conduct, the company
representative with whom the matter is raised will treat all such
questions and reports in confidence to the extent consistent with
effective investigation and will not reveal your identity unless permitted
to do so by you, or unless required to do so.

13. COMPLIANCE PROCEDURES

The company has established this Code as part of its overall policies and
procedures. Except as otherwise set forth herein, to the extent that other
company policies and procedures conflict with this Code, you should follow this
Code. The Code applies to all company directors and company employees, including
all officers, in all locations.

The Code is based on the company's core values, good business practices
and applicable law. The existence of a Code, however, does not ensure that
directors, officers and employees will comply with it or act in a legal and
ethical manner. To achieve optimal legal and ethical behavior, the individuals
subject to the Code must know and understand the Code as it applies to them and
as it applies to others. You must champion the Code and assist others in knowing
and understanding it.

- Compliance. You are expected to become familiar with and understand the
requirements of the Code. Most importantly, you must comply with it.

- CEO Responsibility. The company's CEO shall be responsible for ensuring
that the Code is established and effectively communicated to all
employees, officers and directors. Although the day-to-day compliance
issues will be the responsibility of the company's managers, the CEO has
ultimate accountability with respect to the overall implementation of and
successful compliance with the Code.

- Corporate Compliance Management. The CEO shall choose a team of employees
who will report to the CEO and be responsible for ensuring that the Code
becomes an integral part of the company's culture (the "Compliance Team").
The Compliance Team will consist of the Company's General Counsel and
Chief Financial Officer and such other personnel as the Chief Executive
Officer may designate from time to time. The Compliance Team's charter is
to ensure communication, training, monitoring, and overall compliance with
the Code. The Compliance Team will, with the assistance and cooperation of
the company's officers, directors and managers, foster an atmosphere where
employees are comfortable in communicating and/or reporting concerns and
possible Code violations.

- Internal Reporting of Violations. The company's efforts to ensure
observance of, and adherence to, the goals and policies outlined in this
Code mandate that all employees, officers and directors of the company
report suspected violations in accordance with Section 12 of this Code.

- Screening Of Employees. The company shall exercise due diligence when
hiring and promoting employees and, in particular, when conducting an
employment search for a position involving the exercise of substantial
discretionary authority, such as a member of the executive team, a senior
management position or an employee with financial management
responsibilities. The company shall make reasonable inquiries into the
background of each individual who is a candidate for such a position. All
such inquiries shall be made in accordance with applicable law and good
business practice.

- Access to the Code. The company shall ensure that employees, officers and
directors may access the Code on the company's website. In addition, each
current employee will be provided with a copy of the Code. New employees
will receive a copy of the Code as part of their new hire information. The
Code will also be assessable through the company's Intranet
(http://explorejda.jda.com/) (please select "Legal" and then "Processes
and Policies"). From time to time, the company will sponsor employee
training programs in which the Code and other company policies and
procedures will be discussed.

- Monitoring. The officers of the company shall be responsible to review the
Code with all of the company's managers. In turn, the company's managers
with supervisory responsibilities should review the Code with his/her
direct reports. Managers are the "go to" persons for employee questions
and concerns relating to the Code, especially in the event of a potential
violation. Managers or supervisors will immediately report any violations
or allegations of violations to a member of the Compliance Team. Managers
will work with the Compliance Team in assessing areas of concern,
potential violations, any needs for enhancement of the Code or remedial
actions to effect the Code's policies and overall compliance with the Code
and other related policies.

- Internal Investigation. When an alleged violation of the Code is reported,
the company shall take prompt and appropriate action in accordance with
the law and regulations and otherwise consistent with good business
practice. If the suspected violation appears to involve either a possible
violation of law or an issue of significant corporate interest, or if

the report involves a complaint or concern of any person, whether
employee, a shareholder or other interested person regarding the company's
financial disclosure, internal accounting controls, questionable auditing
or accounting matters or practices or other issues relating to the
company's accounting or auditing, then the manager or investigator should
immediately notify a member of the Compliance Team who, in turn, shall
notify the General Counsel and/or Chairman of the Audit Committee, as
applicable. If a suspected violation involves any director or executive
officer or if the suspected violation concerns any fraud, whether or not
material, involving management or other employees who have a significant
role in the company's internal controls, any person who received such
report should immediately report the alleged violation to a member of the
Compliance Team, and if appropriate, the Chief Executive Officer and/or
Chief Financial Officer, and, in every such case, the Chairman of the
Audit Committee. The Compliance Team or the Chairman of the Audit
Committee, as applicable, shall assess the situation and determine the
appropriate course of action. At a point in the process consistent with
the need not to compromise the investigation, a person who is suspected of
a violation shall be apprised of the alleged violation and shall have an
opportunity to provide a response to the investigator.

- Disciplinary Actions. Subject to the following sentence, the Compliance
Team, after consultation with the Chief Financial Officer or Chief
Executive Officer, as applicable, shall be responsible for implementing
the appropriate disciplinary action in accordance with the company's
policies and procedures for any employee who is found to have violated
this Code. If a violation has been reported to the Audit Committee or
another committee of the Board, that Committee shall be responsible for
determining appropriate disciplinary action. Any violation of applicable
law or any deviation from the standards embodied in this Code will result
in disciplinary action, up to and including termination of employment. In
addition to imposing discipline upon employees involved in non-compliant
conduct, the company also will impose discipline, as appropriate, upon an
employee's supervisor, if any, who directs or approves such employees'
improper actions, or is aware of those actions but does not act
appropriately to correct them, and upon other individuals who fail to
report known non-compliant conduct. In addition to imposing its own
discipline, the company will bring any violations of law to the attention
of appropriate law enforcement personnel.

- Review and Retention of Reports and Complaints. All reports and complaints
made to or received by the Compliance Team or the Chair of the Audit
Committee shall be logged into a record maintained for this purpose by the
Compliance Team, and this record of such report shall be reviewed by the
Audit Committee at its quarterly meetings and retained for three (3)
years.

- Required Government Reporting. Whenever conduct occurs that requires a
report to the government, the Compliance Team shall be responsible for
complying with such reporting requirements.

- Corrective Actions. Subject to the following sentence, in the event of a
violation of the Code, the manager and Compliance Team should assess the
situation to determine whether the violation demonstrates a problem that
requires remedial action as to company

policies and procedures. If a violation has been reported to the Audit
Committee or another committee of the Board, that committee shall be
responsible for determining appropriate remedial or corrective actions.
Such corrective action may include providing revised public disclosure,
retraining company employees, modifying company policies and procedures,
improving monitoring of compliance under existing procedures and other
action necessary to detect similar non-compliant conduct and prevent it
from occurring in the future. Such corrective action shall be documented,
as appropriate.

14. PUBLICATION OF THE CODE OF BUSINESS CONDUCT AND ETHICS; AMENDMENTS AND
WAIVERS OF THE CODE OF BUSINESS CONDUCT AND ETHICS

The most current version of this Code will be posted and maintained on the
company's website and filed as an exhibit to the company's Annual Report on Form
10-K. The company's Annual Report on Form 10-K shall disclose that the Code is
maintained on the website and shall disclose that substantive amendments and
waivers will also be posted on the company's website.

Any substantive amendment or waiver of this Code (i.e., a material
departure from the requirements of any provision) particularly applicable to or
directed at executive officers or directors may be made only after approval by
the Board of Directors, after receiving a recommendation from a committee
comprised of a majority of independent directors, and will be disclosed within
five (5) business days of such action in a Form 8-K filed with the Securities
and Exchange Commission. Such disclosure shall include the reasons for any
waiver.