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PURPOSE
This Code of Ethics (the "Code") has been adopted by the Board of Directors of Telular Corporation (the "Company") to promote honest and ethical conduct and to deter wrongdoing. This Code applies to the Company's principal executive officer (the "Chief Executive Officer"), principal financial officer and principal accounting officer (together, "Senior Financial Management"). The obligations of this Code supplement, but do not replace, any other codes of conduct or ethics policy applicable to employees of the Company generally. Senior Financial Management shall comply with all other policies applicable to employees of the Company.

ADMINISTRATION OF THE CODE
Any person who has information concerning any violation of this Code by any member of the Senior Financial Management (other than the Chief Executive Officer) may, and any member of Senior Financial Management with such information shall, promptly bring such information to the attention of the Chief Executive Officer. Any person with information concerning any violation of this Code by the Chief Executive Officer may, and any member of Senior Management with such information shall, promptly bring such information to the attention of the Audit Committee of the Board of Directors (the "Committee"). If the Chief Executive Officer determines that a conflict of interest exists, he or she shall refer the matter to the Committee for resolution. It shall be a violation of this Code to intimidate or impose any form of retribution on any employee or agent who in good faith reports suspected violations of this Code (except that appropriate action may be taken against such employee or agent if such individual is one of the wrongdoers).

If the Company receives information regarding an alleged violation of the Code, the Chief Executive Officer (or his designee) shall, as appropriate: (a) evaluate such information as to gravity and credibility; (b) initiate an informal inquiry or a formal investigation with respect thereto and (c) prepare a report of the results of such inquiry or investigation, including recommendations as to the disposition of such matter. If (i) the Chief Executive Officer determines that a conflict of interest exists or (ii) the Chief Executive Officer is alleged to have violated the Code (each such situation, a "Conflict"), the Committee (or its designee) shall undertake such investigation. Violations of this Code shall subject the member of Senior Financial Management to appropriate sanction, including without limitation censure, suspension or termination. Such actions shall be reasonably designed to deter wrongdoing and to promote accountability for adherence to this Code.

STANDARDS OF ETHICS
It is the Company's policy to observe and comply with all laws, rules and regulations of governmental agencies and authorities and listing standards and other requirements of NASDAQ ("Law") applicable to it or the conduct of its business wherever located. In connection with the foregoing, Senior Financial Management shall adhere to and advocate principles and responsibilities governing professional and ethical conduct that are reasonably designed to deter wrongdoing and to promote:

• Honest and ethical conduct by Senior Financial Management, including the ethical handling of Actual or apparent conflicts of interest between personal and professional relationships;
• Full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the SEC and in other public communications made by the Company;
• Compliance with applicable Law;
• The prompt internal reporting of violations of the Code; and
• Accountability for adherence to the Code.

In particular, all members of the Senior Financial Management shall:

• Act with honesty and integrity, avoiding actual or apparent conflicts of interest in personal and professional relationships;
• Comply with applicable rules and regulations of federal, state, provincial and local governments and other appropriate private and public regulatory agencies that affect the conduct of the Company's business and the Company's financial reporting;
• Act in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts or allowing the member's independent judgment to be subordinated;
• Respect the confidentiality of information acquired in the course of work, except when authorized or legally obligated to disclose such information;
• Share knowledge and maintain skills relevant to carrying out the member's duties within the Company.
• Proactively promote ethical behavior as a responsible partner among peers and colleagues in the work environment and community.
• Achieve responsible use of and control over all assets and resources of the Company entrusted to the member.
• Promptly bring to the attention of the Chief Executive Officer (or the Committee, in the event of a Conflict) any information concerning (a) significant deficiencies in the design or operation of internal controls which could adversely affect the Company's ability to record, process, summarize and report financial data or (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's financial reporting, disclosures or internal controls.

AMENDMENTS OR WAIVERS OF THE CODE
Any amendment to the Code or any waiver of any provision of the Code must be approved by the Board of Directors. Any amendment to the Code or any waiver of any provision of the Code shall be promptly disclosed to the public in accordance with applicable Law.

ACKNOWLEDGEMENT
The undersigned hereby acknowledges that he or she has read and understands the Code and is subject to the terms hereof.