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                                                                      EXHIBIT 14

                             CITY NETWORK, INC.

                    CODE OF BUSINESS CONDUCT AND ETHICS

                   For Employees, Officers and Directors

INTRODUCTION

            To further City Network's fundamental principles of honesty,
loyalty, fairness and forthrightness we have established the City Network, Inc.
Code of Business Conduct and Ethics. Our Code strives to deter wrongdoing and
promote the following six objectives:

-  Honest and ethical conduct;

-  Avoidance of conflicts of interest between personal and professional
   relationships;

-  Full, fair, accurate, timely and transparent disclosure in periodic reports
   required to be filed by City Network with the Securities and Exchange
   Commission and in other public communications made by City Network;

-  Compliance with the applicable government regulations;

-  Prompt internal reporting of Code violations; and

-  Accountability for compliance with the Code.

ACCOUNTING CONTROLS, PROCEDURES & RECORDS

            Applicable laws and company policy require City Network to keep
books and records that accurately and fairly reflect its transactions and the
dispositions of its assets. In this regard, our financial executives shall:

-  Provide information that is accurate, complete, objective, relevant, timely
   and understandable.

-  Comply with rules and regulations of federal, state, provincial and local
   governments, and other appropriate private and public regulatory agencies.

-  Act in good faith, responsibly, with due care, competence and diligence,
   without misrepresenting material facts or allowing independent judgment to be
   subordinated.

            All directors, officers, employees and other persons are prohibited
from directly or indirectly falsifying or causing to be false or misleading any
financial or accounting book, record or account. Furthermore, no director,
officer or employee of City Network may directly or indirectly:

-  Make or cause to be made a materially false or misleading statement, or

-  Omit to state, or cause another person to omit to state, any material fact
   necessary to make statements made not misleading in connection with the audit
   of financial statements by independent accountants, the preparation of any
   required reports whether by independent or internal accountants, or any other
   work which involves or relates to the filing of a document with the
   Securities and Exchange Commission.

BRIBERY
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            The offering, promising, or giving of money, gifts, loans, rewards,
favors or anything of value to any supplier, customer or governmental official
is strictly prohibited.

COMMUNICATIONS

            It is very important that the information disseminated about City
Network be both accurate and consistent. For this reason, certain of our
executive officers who have been designated as authorized spokespersons per our
policy regarding compliance with Regulation FD are responsible for our internal
and external communications, including public communications with stockholders,
analysts and other interested members of the financial community. Employees
should refer all outside requests for information to the authorized
spokespersons.

COMPUTER AND INFORMATION SYSTEMS

            For business purposes, officers and employees are provided
telephones and computer workstations and software, including network access to
computing systems such as the Internet and e-mail, to improve personal
productivity and to efficiently manage proprietary information in a secure and
reliable manner. You must obtain the permission from our Information Technology
Services department to install any software on any company computer or connect
any personal laptop to the City Network network. As with other equipment and
assets of City Network, we are each responsible for the appropriate use of these
assets. Except for limited personal use of City Network's telephones and
computer/e-mail, such equipment may be used only for business purposes. Officers
and employees should not expect a right to privacy of their e-mail. All e-mails
on company equipment are subject to monitoring by City Network.

CONFIDENTIAL OR PROPRIETARY INFORMATION

            Company policy prohibits employees from disclosing confidential or
proprietary information outside City Network, either during or after employment,
without company authorization to do so. Unless otherwise agreed to in writing,
confidential and proprietary information includes any and all methods,
inventions, improvements or discoveries, whether or not patentable or
copyrightable, and any other information of a similar nature disclosed to the
directors, officers or employees of City Network or otherwise made known to us
as a consequence of or through employment or association with City Network
(including information originated by the director, officer or employee). This
can include, but is not limited to, information regarding our business,
research, development, inventions, trade secrets, intellectual property of any
type or description, data, business plans, marketing strategies and contract
negotiations.
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CONFLICTS OF INTEREST

            Company policy prohibits conflicts between the interests of its
employees, officers, directors and City Network. A conflict of interest exists
when an employee, officer, or director's personal interest interferes or may
interfere with the interests of the company. Conflicts of interest may not
always be clear, so if an employee has a concern that a conflict of interest may
exist, they should consult with higher levels of management, and in the case of
officers and directors, they should consult with a member of the Audit
Committee. When it is deemed to be in the best interests of City Network and its
shareholders, the Audit Committee may grant waivers to employees, officers and
directors who have disclosed an actual or potential conflict of interest. Such
waivers are subject to approval by the Board of Directors.

FRAUD

            Company policy prohibits fraud of any type or description.

INSIDE INFORMATION

            Company policy and applicable laws prohibit disclosure of material
inside information to anyone outside City Network without a specific business
reason for them to know. It is unlawful and against company policy for anyone
possessing inside information to use such information for personal gain. City
Network's policies with respect to the use and disclosure of material non-public
information are more particularly set forth in City Network's Insider Trading
Policy.

POLITICAL CONTRIBUTIONS

            Company policy prohibits the use of company, personal or other funds
or resources on behalf of City Network for political or other purposes which are
improper or prohibited by the applicable federal, state, local or foreign laws,
rules or regulations. Company contributions or expenditures in connection with
election campaigns will be permitted where allowed by federal, state, local or
foreign election laws, rules and regulations.

REPORTING AND NON-RETALIATION

            Employees who have evidence of any violations of this code are
encouraged and expected to report them to their supervisor, and in the case of
officers and directors, they should report evidence of any such violations to a
member of the Audit Committee. Such reports will be investigated in reference to
applicable laws and company policy. Violations of this Code or any other
unlawful acts by our officers, directors or employees may subject the individual
to dismissal from employment and/or fines, imprisonment and civil litigation
according to applicable laws.

            We will not allow retaliation against an employee for reporting a
possible violation of this Code in good faith. Retaliation for reporting a
federal offense is illegal under federal law and prohibited under this Code.
Retaliation for reporting any violation of a law, rule or regulation or a
provision of this Code is prohibited. Retaliation will result in discipline up
to and including termination of employment and may also result in criminal
prosecution.

WAIVERS

            There shall be no waiver of any part of this Code for any director
or officer except by a vote of the Board of Directors or a designated board
committee that will ascertain whether a waiver is appropriate under all the
circumstances. In case a waiver of this Code is granted to a director or
officer, the notice of such waiver shall be posted on our website within five
days of the Board of Director's vote or shall be otherwise disclosed as required
by applicable law or the American Stock Exchange Rules. Notices posted on our
website shall remain there for a period of 12 months and shall be retained in
our files as required by law.


                                          Approved By The Board of Directors