**Exhibit 14**
**CODE OF ETHICS AND BUSINESS CONDUCT**
***1. Purpose.***
     The Board of Directors (the “Board”) of Splinex Technology, Inc. (the “Company”) has adoptedthe following Code of Business Conduct and Ethics (the “Code”) for directors and officers of theCompany. This Code is intended to focus the Board and each director and officer on areas of ethicalrisk, provide guidance to directors and officers to help them recognize and deal with ethicalissues, provide mechanisms to report unethical conduct, and help foster a culture of honesty andaccountability. Each director and officer must comply with the letter and spirit of this Code.
     No code or policy can anticipate every situation that may arise. Accordingly, this Code isintended to serve as a source of guiding principles for directors and officers. Directors andofficers are encouraged to bring questions about particular circumstances that may involve one ormore of the provisions of this Code to the attention of the General Counsel or to the AuditCommittee (the “Committee”), who may consult with inside or outside legal counsel as appropriate.
***2. Introduction.***
     Each director and officer is expected to adhere to a high standard of ethical conduct. Thegood name of any corporation depends on the way it conducts its business and the way the publicperceives that conduct. Unethical actions, or the appearance of unethical actions, are notacceptable. Directors and officers are expected to be guided by the following principles incarrying out their responsibilities:
**•** Loyalty. No director or officer should be, or appear to be,subject to influences, interests or relationships that conflictwith the best interests of the Company.
**•** Compliance with Applicable Laws. The Company, its directors,officers, and its employees are expected to comply with laws andregulations applicable to the Company’s activities.
**•** Observance of Ethical Standards. In the conduct of their duties,each director and officer must adhere to high ethical standards.These include honesty and fairness.
***3. Conflict of Interest.***
     Directors and officers must avoid any conflicts of interest between the director or officer,as the case may be, and the Company. Any situation that involves, or may involve, a conflict ofinterest with the Company, should be disclosed promptly to the Chair of the Committee, who mayconsult with inside or outside legal counsel as appropriate.
     A “conflict of interest” can occur when a director’s or officer’s personal interest is adverseto – or may appear to be adverse to – the interests of the Company as a whole. Conflicts ofinterest also arise when a director, an officer, or a member of his or her immediate family,receives improper personal benefits as a result of his or her position as a director or officer ofthe Company. For purposes of this Code, “immediate family” is defined to include a person’sspouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law,brothers and sisters-in-law and anyone (other than employees) who share such person’s home.
     This Code does not attempt to describe all possible conflicts of interest which could develop.Some of the more common conflicts from which directors must refrain, however, are set out below.
**•** Improper conduct and activities. Directors and officers may notengage in any conduct or activities that are inconsistent with theCompany’s best interests or that disrupt or impair the Company’srelationship with any person or entity with which the Company hasor proposes to enter into a business or contractual relationship.
**•** Compensation from non-Company sources. Directors and officers maynot accept compensation (in any form) for services performed forthe Company from any source other than the Company.
 

 

**•** Gifts. Directors, officers, and members of their immediatefamilies may not accept gifts from persons or entities where anysuch gift is being made in order to influence the director’s orofficer’s actions, or where acceptance of the gifts could createthe appearance of a conflict of interest.
**•** Personal use of Company assets. Directors and officers may notuse Company assets, labor or information for personal use, otherthan incidental personal use, unless approved by the Chair of theAudit Committee or as part of a compensation or expensereimbursement program. Employees may not use Company assets,labor or information for personal use, other than incidentalpersonal use, unless approved by their supervisor or as part of acompensation or expense reimbursement program.
***4. Corporate Opportunities.***
     Directors and officers are prohibited from: (a) taking for themselves personally opportunitiesrelated to the Company’s business; (b) using the Company’s property, information, or position forpersonal gain; or (c) competing with the Company for business opportunities, provided, however, ifthe Company’s disinterested directors determine that the Company will not pursue an opportunitythat relates to the Company’s business, after disclosure of all material facts by the directorseeking to pursue the opportunity, the director may do so.
***5. Confidentiality.***
     Directors and officers should maintain the confidentiality of information entrusted to them bythe Company and any other confidential information about the Company, its business, customers orsuppliers that comes to them, from whatever source, in their capacity as a director or officer, asthe case may be, except when disclosure is authorized or legally mandated. For purposes of thisCode, “confidential information” includes all non-public information relating to the Company, itsbusiness, customers or suppliers.
***6. Compliance with Laws, Rules and Regulations; Fair Dealing.***
     Directors and officers shall comply, and oversee policies designed to promote compliance byemployees, officers and other directors, with laws, rules and regulations applicable to theCompany, including insider trading laws.
     Directors and officers shall oversee policies designed to promote ethical dealing by employeesand officers with the Company’s customers, suppliers, competitors and employees.
***7. Encouraging the Reporting of Illegal or Unethical Behavior.***
     Directors and officers should promote ethical behavior and encourage an environment in whichthe Company: (a) encourages employees to talk to supervisors, managers and other appropriatepersonnel when in doubt about the best course of action in a particular situation; (b) encouragesemployees to report violations of laws, rules, or regulations to appropriate personnel; and (c)informs employees that the Company will not allow retaliation for reports made in good faith.
***8. Conclusion.***
     Directors and officers should communicate any suspected violations of this Code promptly tothe Chair of the Committee. Violations will be investigated by the Board or by a person or personsdesignated by the Board and appropriate action will be taken in the event of any violations of theCode.