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EXHIBIT 14 Stratos International, Inc. Code of Business Conduct and Ethics INTRODUCTION The achievement of Stratos goals is important to all of us but of equal
importance is to reach them in a way that meets the exceptionally high standards of conduct
established by the Company. Every Stratos employee must know and understand the basic principles by which
Stratos does business. Stratos employees must comply with all applicable laws and
regulations of the countries in which we do business. In countries where the standards may not be
as high as our corporate guidelines we will expect Stratos employees to also follow the
corporate guidelines. You need to understand the code of conduct of Stratos and be sure your actions
and the way you conduct yourself is in accordance with our Code. If you manage other
Stratos people, you also need to be sure that this Code is understood by them and you should work
to create an understanding of the code and its ramifications. Remember, this is your
responsibility! This Code can never cover all of the situations, which will arise, but it does
establish guidelines for good behavior. If you have a question or are not sure, please contact the
Stratos hotline or contact our Stratos Legal Department. The hotline phone number is listed at the
end of this Code. Please understand that all inquiries will be kept as confidential as is
possible. 1. COMPLYING WITH THE LAW All employees, officers and directors of the company should respect and comply
with all of the
laws, rules and regulations of the U.S. and other countries, as well as the
states, counties, cities
and other jurisdictions, in which the Company conducts its business or the
laws, rules and
regulations that are applicable to the Company. Some specific areas of the law
are set forth
below. You should understand that these areas are not the only areas with which
you should be
concerned  all areas of the law are covered in our Code. a. Insider Trading Stratos has a number of plans for employees to purchase stock or to take part
in stock options,
etc. Stratos encourages stock ownership on a prudent basis but it is important
to know that it is
illegal to trade stock in Stratos or any other company where the employee has,
as a result of his
or her work at Stratos, received what would be considered insider information.
This is information
not available to the general public. Insider trading can lead to potential
fines and jail sentences.
If you have any questions, please contact the Stratos Legal Department or call
the hotline
phone number listed at the end of this Code. b. Anti-Trust Stratos works hard to win business and provide outstanding service. However, we
do not allow
any action or agreement that in any way restrains trade i.e., which limits
free competition. This
includes any understanding or agreement among competitors to fix or any control
of prices,
terms of sale, costs, profits, etc. There are potential fines and jail
sentences for people who
violate these laws. If you have any questions as to whether something violates any trade
regulations or in any way
restricts fair competition, please contact the Stratos Legal Department or call
the hotline phone number listed at the end of this Code.




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c. Foreign Corrupt Practices Act Stratos works to follow the laws and business practices where we operate
whether in the United
States or any other country throughout the world. This means that the standards
and guidelines
set forth in this Code apply equally to conduct and transactions overseas. The Foreign Corrupt Practices Act is the major U.S. law that governs business
conduct outside of
the United States. The Foreign Corrupt Practices Act prohibits Stratos from
making any payments
or offers of payments to anyone in a foreign government or foreign political
party in order to
obtain or to retain business. Stratos also does not pay commissions to third
parties who in turn
pay any foreign government or political party in order to obtain or to retain
business. Violations
of these laws can lead to potential fines and jail sentences. d. Environmental, Health and Safety Stratos is interested in protecting the environment in which we live. We
recognize our collective
responsibilities to work to keep the environment clean and safe for future
generations.
Accordingly, Stratos follows the laws and regulations of the countries and
communities where
we operate. Should these be less stringent than our internal standards then the
internal Stratos
standards will apply. Stratos also wants to insure a safe and healthy work
environment for all its
employees. Stratos employees must follow all safety and health requirements
that are issued by
the Company. If any employee feels that there is some operation which may not
be safe or
which does not meet the Stratos code or which does not meet any of the codes of
the countries
in which we operate, they must notify Stratos management, the Stratos Legal
Department or call
the hotline phone number listed at the end of this Code. 2. CONFLICTS OF INTEREST All employees, officers and directors of the Company should be scrupulous in
avoiding a conflict
of interest with regard to the Companys interests. A conflict of interest
exists whenever an
individuals private interests interfere or conflict in any way (or even appear
to interfere or
conflict) with the interests of the Company. A conflict situation can arise
when an employee,
officer or director takes actions or has interests that make it difficult to
perform his or her
Company work objectively and effectively. Conflicts of interest may also arise when an employee, officer or director, or
members of his or
her family, receives improper personal benefits as a result of his or her
position with the
Company, whether received from the Company or a third party. Loans to, or guarantees of obligations of, employees, officers and directors
and their respective
family members may create conflicts of interest. Federal law now generally
prohibits loans to
directors and executive officers. Stratos employees or members of their families should not have a direct or
indirect interest in any
company or any organization that in any way is affected by Stratos business
including, but not
limited to, a supplier, customer, or competitor of Stratos. Stratos employees
may own shares in
listed suppliers as long as the investment is pre-approved by our Legal
Department or is either 1%
or less of the listed company or not more than $50,000 in total value unless
the investment is part
of a mutual fund portfolio. 2




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Conflicts of interest are prohibited as a matter of Company policy. Conflicts
of interest may not
always be clear-cut, so if you have a question, you should consult with a
corporate officer or the
Stratos Legal Department. Any employee, officer or director who becomes aware
of a conflict
or potential conflict should bring it to the attention of a supervisor, manager
or other
appropriate personnel or consult the procedures described in this Code. 3. CORPORATE OPPORTUNITY Employees, officers and directors are prohibited from (a) taking for themselves
personally
opportunities that properly belong to the Company, e.g., opportunities that are
discovered
through the use of corporate property, information or position; (b) using
corporate property,
information or position for personal gain; and (c) competing with the Company.
Employees,
officers and directors owe a duty to the company to advance its legitimate
interests when the
opportunity to do so arises. 4. CONFIDENTIALITY Employees, officers and directors of Stratos must maintain the confidentiality
of nonpublic
information entrusted to them by the Company or its suppliers or customers,
except when
disclosure is authorized by the Stratos Legal Department or required by laws,
regulations or legal
proceedings. Whenever feasible, employees, officers and directors should
consult the Legal
Department if they believe they have a legal obligation to disclose
confidential information. Stratos has a great deal of confidential information. Confidential
Information includes all nonpublic
information that might be of use to competitors of the Company, or harmful to
the
company or its customers if disclosed. This includes new product designs,
technical information
on our products or our development or manufacturing processes as well as
internal financial or
costing data, data on suppliers, customers or employees and information
relating to
contemplated Company transactions. This information must be kept confidential.
It should not
be transferred outside the company either by mail or electronically or
physically taken out of the
company without the approval of a corporate officer or the Stratos Legal
Department. Stratos confidential information may not be given to anyone outside of the
Company or to
another employee who clearly does not have a need to know to do their job.
Confidential
information is very important to Stratos and must be protected. 5. FAIR DEALING We seek to outperform our competition fairly and honestly. We seek competitive
advantages
through superior performance, never through unethical or illegal business
practices. Stealing
proprietary information, possessing trade secret information that was obtained
without the
owners consent, or inducing such disclosures by past or present employees of
other companies
is prohibited. Each employee, officer and director should endeavor to deal fairly with the
Companys
customers, suppliers, competitors, officers and employees. No one should take
unfair advantage
of anyone through manipulation, concealment, abuse of privileged information,
misrepresentation of material facts or any other unfair dealing practice. The purpose of business entertainment and gifts in a commercial setting is to
create good will
and sound working relationships, not to gain unfair advantage with customers.
No gift or
entertainment should be offered, given, provided or accepted by any Company
employee, 3




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family member of an employee or agent unless it: (1) is not a cash gift, (2) is
consistent with
customary business practices, (3) does not have a value greater than US$250,
(4) cannot be
construed as a bribe or payoff and (5) does not violate any laws or
regulations. Please discuss
with your supervisor any gifts or proposed gifts that you are not certain are
appropriate. 6. PROTECTION AND PROPER USE OF COMPANY ASSETS All employees, officers and directors should protect the Companys assets and
ensure their
efficient use. Theft, carelessness, and waste have a direct impact on the
Companys profitability.
All Company assets should be used for legitimate business purposes. Stratos has a
policy to maintain accurate records reflecting fairly the
Companys transfer and
disposal of assets. Employees must make sure that all Company assets are
protected and
properly recorded and, if used outside the Company, then returned to Stratos if
the employee
leaves the Company. 7. FINANCIAL CONTROLS Employees must make sure that payments made on behalf of the company are
approved in
accordance with applicable Company policy and procedures and made with the
appropriate
and accurate supporting documentation. All employees must ensure that all
expenditures for
the Company in terms of Company paid meals, travel, entertainment or other
business expenses
are correctly and accurately reported and approved in accordance with
applicable Company
policy and procedures. Where possible, expenditures should also be
pre-approved. 8. FINANCIAL REPORTING AND ACCOUNTING COMPLAINTS As a public company, it is of critical importance that the Companys filings
with the United States
Securities and Exchange Commission be accurate and timely. Depending on their
position with
the Company, an employee, officer or director may be called upon to provide
necessary
information to assure that the Companys public reports are complete, fair and
understandable.
The Company expects employees, officers and directors to take this
responsibility very seriously
and to provide prompt and accurate answers to inquiries related to the
Companys public
disclosure requirements. The Companys policy is to comply with all applicable financial reporting and
accounting
regulations applicable to the Company. If any employee, officer or director of
the Company
has concerns or complaints regarding questionable accounting or auditing
matters of the
Company, then he or she is encouraged to submit those concerns or complaints
(anonymously,
confidentially or otherwise) to the hotline phone number listed at the end of
this Code, which will
treat such submissions confidentially. It is the responsibility of the Legal
Department to direct such
submissions to the attention of the Audit Committee, or any director who is a
member of the
Audit Committee. 9. EMPLOYMENT PRACTICES Stratos is an equal opportunity employer in terms of hiring, promoting and,
should it be
necessary, in termination. Stratos does not tolerate anyform of harassment nor inappropriate remarks or
abusive actions
by any of its employees. 4




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Stratos does not allow the use, sale, transfer or possession or the presence in
ones internal system
of any illegal or controlled substance by any person while on Company property
or Company
business. Stratos believes in open communications and encourages all employees to work
to improve
the company through suggestion for improvements. It also welcomes questions
about the
Company, our policies and procedures, our strategies and goals, and the results
that are
generated by the Company. 10. ELECTRONIC INFORMATION Electronic communications are increasing rapidly. Stratos confidential
information rules apply to
information transported electronically just as they do to more traditional
routes. (See the rules
above regarding confidentiality.) Downloading of any information from the Internet is not allowed unless it is
part of your daily
work. In addition, no software may be downloaded or used without the approval
of the
Information Systems group or the Legal Department. 11. REPORTING ANY ILLEGAL OR UNETHICAL BEHAVIOR Employees are encouraged to talk to supervisors, managers or other appropriate
personnel
about observed illegal or unethical behavior and, when in doubt, about the best
course of
action in a particular situation. Employees, officers and directors who are
concerned that
violations of this Code or that other illegal or unethical conduct by
employees, officers or
directors of the Company has occurred or may occur should contact either their
supervisors or
superiors. If they do not believe it appropriate or are not comfortable
approaching their
supervisors or superiors about their concerns or complaints, then they may
contact either the
Stratos Legal Department or the Audit Committee of the Board of Directors or
call the hotline
phone number listed at the end of this Code. If their concerns or complaints
require
confidentiality, including keeping their identity anonymous, then this
confidentiality will be
protected, subject to applicable laws, regulations or legal proceedings. 12. NO RETALIATION Stratos will not permit retaliation of any kind by or on behalf of the Company
and its employees,
officers and directors against good faith reports or complaints of violations
of this Code or other
illegal or unethical conduct. 13. AMENDMENT, MODIFICATION AND WAIVER This Code may be amended, modified or waived by the Board of Directors and
waivers may
also be granted by a designated committee of the Board, subject to the
disclosure and other
provisions of the Securities Exchange Act of 1934, and the rules thereunder and
the applicable
rules of the National Association of Securities Dealers, Inc. 14. FAILURE TO FOLLOW CODE PROVISIONS Failure of an employee, officer or director to follow the provisions of this
Code may result in
disciplinary action up to and including discharge in addition to any civil or
criminal liability that
might result from the offenders actions. The Human Resources Department will
be notified of
and participate in any investigations undertaken in connection with this
action. 5




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A FINAL WORD Please note that this Code does not specifically cover all types of conduct nor
answer all of the
questions you may have. If there is any doubt whether you should do something,
it is best to think
of the following question: If I took the action and it became public would
Stratos or I be
embarrassed or be subject to any disciplinary action? If yes, dont do it! If
you are not sure, seek
advice from your supervisor or the Stratos Legal Department or call the Stratos
hotline phone
number at 708-457-2516. 6