Exhibit 14**Call Now, Inc.****BUSINESS ETHICS AND CONDUCT POLICY****POLICY**It is the Company’s policy to manage and operate its business activities in conformity withapplicable laws and high ethical standards. Both the Board of Directors and management aredetermined to comply fully with the law, and to maintain the Company’s reputation for integrity andfairness in business dealings with others.**SCOPE**This policy applies to all employees, officers and directors at all Company locations.**RESPONSIBILITY**All employees, officers and directors are expected to adhere to all ethical and legal standards asoutlined in this policy and to preserve the Company’s integrity and reputation.**PROVISIONS**     **13. Financial Record-Keeping**It is the policy of the Company to fully and fairly disclose the financial condition of the Companyin compliance with the applicable accounting principles, laws, rules and regulations and to makefull, fair, accurate, timely and understandable disclosure in our periodic reports filed with theSecurities and Exchange Commission (“SEC”) and in other communications to securities analysts,rating agencies and investors. Honest and accurate recording and reporting of information iscritical to our ability to make responsible business decisions. The Company’s accounting recordsare relied upon to produce reports for the Company’s management, rating agencies, investors,creditors, the SEC and other governmental agencies and others. Therefore, our financial statementsand the books and records on which they are based must accurately reflect all corporatetransactions and conform to all legal and accounting requirements. Our system of internal controlis designed to provide this information.All employees have a responsibility to ensure that the Company’s accounting records do not containany false or intentionally misleading entries. Information on which our accounting records arebased is the responsibility of all employees.We do not permit intentional misclassification of transactions as to accounts, departments oraccounting periods. In particular we require that: **•** all Company accounting records, as well as reports produced from thoserecords, are kept and presented in accordance with the laws of eachapplicable jurisdiction;  **•** all records fairly and accurately reflect the transactions or occurrences to which they relate;  **•** all records fairly and accurately reflect in reasonable detail theCompany’s assets, liabilities, revenues and expenses;  **•** the Company’s accounting records do not contain any intentionally false or misleading entries;  **•** no transactions are misclassified as to accounts, departments or accounting periods;  **•** all transactions are supported by accurate documentation in reasonabledetail and recorded in the proper account and in the proper accountingperiod;  **•** all Company accounting financial reports be prepared in accordancewith generally accepted accounting
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   principles; and  **•** the Company’s system of internal accounting controls, includingcompensation controls, be followed at all times.**2. Improper Payments**No payment or transfer of Company funds or assets shall be made that is not authorized, properlyaccounted for and clearly identified on the Company’s books. Payment or transfer of the Company’sfunds and assets are to be used only as specified in the supporting documents.No employee, officer or director may authorize any payment or use any funds or assets for a bribe,“kickback,” or similar payment that is directly or indirectly for the benefit of any individual(including any government official, agent or employee), company or organization and which isdesigned to secure favorable treatment for the Company. Under federal legislation it is a felony tomake payments of this kind to foreign government officials.**3. Political Contributions**It is the Company’s policy not to contribute, directly or indirectly, any Company funds or assetsto any political party, committee, organization, or candidate for any office (federal, state orlocal) in the United States or any foreign country. Employees may, on their own time, supportindividual candidates or political committees, all subject to applicable laws, and may makevoluntary contributions to such candidates or committees. The Company may not reimburse anyemployee for making any political contributions.**4. Acceptance of Payments**Employees, officers and directors may not seek or accept either directly or indirectly, anypayments, fees, services, or other gratuities (irrespective of size or amount) outside the normalcourse of the employee’s business duties from any other person, company or organization that doesor seeks to do business with the Company. Gifts of cash or cash equivalents of any amount arestrictly prohibited. The receipt of common courtesies, sales promotion items of nominal value,occasional meals, and reasonable entertainment appropriate to a business relationship andassociated with business discussions are permissible.**5. Business Entertainment**All solicitations or dealings with suppliers, customers, or others doing or seeking to do businesswith the Company shall be conducted solely on a basis that reflects both the Company’s bestbusiness interests and its high ethical standards. The Company does permit the providing of commoncourtesies, entertainment, and occasional meals for potential or actual suppliers, customers, orothers involved with the Company’s business, in a manner appropriate to the Company’s relationshipand associated with business discussions. Expenses in this connection must be reasonable, customaryand properly authorized and reported.**6. Conflicts of Interest**The Company expects all employees, officers and directors to exercise good judgment and the highestethical standards in private activities outside the Company that in any way can affect the Company.They shall at all times exercise particular care that no detriment to the interest of the Companymay result from a conflict between those interests and any personal or business interests which theindividual may have. In particular, every employee, officer and director has an obligation to avoidany activity, agreement, business investment or interest or other situation that might, in fact orin appearance, cause an individual to place his or her own interest, or that of any other person orentity, above his or her obligation to the Company. The words “in appearance” should be notedparticularly since the appearance of an action might tend to impair confidence even if theindividual may not actually do anything wrong.To this end, employees, officers and directors must avoid any investments, associations or otherrelationships that could conflict with their responsibility to make objective decisions in theCompany’s best interests. Any potential conflicts of interest must be reported immediately to theChief Executive and the Company’s legal counsel. In the case of an officer, conflicts of interestmust be reported immediately to the Company’s Chief Executive, the other
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executive officers and its legal counsel. In the case of a director, conflicts should be reportedto the entire Board, the Chief Executive, and the Company’s legal counsel.**7. Corporate Opportunities**No employee, officer or director of the Company shall for personal or any other person’s orentity’s gain deprive the Company of any business opportunity or benefit which could be construedas related to any existing or reasonably anticipated future activity of the Company. Emp1oyees,officers and directors who learn of any such opportunity through their association with the Companymay not disclose it to a third party or invest in the opportunity without first offering it to theCompany.**8. Confidentiality**All employees, officers and directors are responsible for safeguarding and keeping confidential anyinformation that the Company considers to be of a confidential or sensitive nature. Suchinformation includes, but is not limited to financial records and reports, marketing and strategicplanning information, employee-related documents, unpublished manuscripts, research and developmentof potential new products as well as information relating to potential mergers and acquisitions,stock splits and divestitures, and other materials that the Company would not want disclosed to acompetitor or any unauthorized recipient, or that might be harmful to the Company or its customersif disclosed whether or not such information is marked “confidential.” Confidential informationalso includes information concerning possible transactions with other companies or informationabout the Company’s customers, suppliers or joint venture partners, which the Company is under anobligation to keep confidential. Employees must exercise caution and discretion with respect to anyappropriate temporary removal of confidential or sensitive information from the Company’s premises,and should safeguard the information from unintended disclosure or loss. Employees must at alltimes adhere to the Company’s policies regarding the transmission and storage of the Company’sconfidential and sensitive business records.**9. Compliance with Laws and Regulations**The Company requires its employees, officers and directors to comply with all applicable laws andregulations. Violation of laws and regulations may subject an individual, as well as the Company,to civil and/or criminal penalties. Employees have an obligation to comply with all laws andregulations and policies and procedures and to promptly alert management of any deviation fromthem.        **13. Antitrust Laws**It is the Company’s policy to comply with the letter and spirit of all applicable antitrust laws.If the legality of any contemplated transaction, agreement or arrangement is in doubt, employees,officers and directors must consult with the Company’s legal counsel.Discussions with competitors regarding the Company’s prices, credit terms, terms and conditions ofsale, strategies or other confidential, sensitive or proprietary information are not permissible.This applies both to individual discussions and to participation in trade and professionalassociations and other business organizations. If a competitor initiates such a discussion, thestaff member should refuse to participate or request that counsel be immediately contacted. Staffmembers should seek guidance from the Company’s legal counsel when appropriate.**(b) Insider Trading**No employee, officer or director may trade in securities while in possession of material insideinformation or disclose material inside information to third parties (“tipping”). Material insideinformation is any information that has not reached the general marketplace through a pressrelease, earnings release or otherwise, and is likely to be considered important by investorsdeciding whether to trade (e.g., earnings estimates, significant business investments, mergers,acquisitions, dispositions and other developments, expansion or curtailment of operations, andother activity of significance). Using material inside information for trading, or tipping othersto trade, is both unethical and illegal. Accordingly, no employee, officer or director of theCompany may: (a) trade securities of the Company or any other company while in possession ofmaterial inside information with respect to that company; (b) recommend or suggest that anyone elsebuy, sell, or hold securities of any company while the employee is in possession of material insideinformation with respect to that company (this includes formal or informal advice
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given to family, household members and friends); and (c) disclose material inside information toanyone, other than those persons who need to know such information in order for the Company toproperly and effectively carry out its business (e.g., to lawyers, advisers and other Companyemployees working on the matter). Of course, where material inside information is permitted to bedisclosed, the recipient should be advised of its non-public nature and the limitations on its use.Any questions as to whether information is material or non-public should be directed to theCompany’s legal counsel.**10. Fair Dealing**Each employee, officer and director should endeavor to deal fairly with the Company’s suppliers,competitors and employees. No one should take unfair advantage of another through manipulation,concealment, abuse of privileged information, misrepresentation of material facts, or any otherunfair-dealing practice. Information about the Company’s competitors must be used in an ethicalmanner and in compliance with the law. Under no circumstance should information be obtained throughtheft, illegal entry, blackmail, or electronic eavesdropping, or through employees misrepresentingtheir affiliation with the Company or their identity. Any proprietary or non-public informationabout the Company’s competitors should not be used if it is suspected that such information hasbeen obtained improperly.**11. Duty to Report Violations and Investigate Reports**Each employee, officer and director is responsible for promptly reporting to the Company anycircumstances that such person believes in good faith may constitute a violation of this Policy.Except as provided in the next paragraph, suspected policy violations are to be reported (includingconfidential and anonymous reports) to the Company’s Chief Executive. Such reports may be verbal,written or by e-mail.Any complaint regarding accounting, internal accounting controls or auditing matters must bereported (including confidential and anonymous complaints) to the Company’s Chief FinancialOfficer, who will be responsible for reporting as appropriate to the Chief Executive, the AuditCommittee and legal counsel. Alternatively, complaints may be mailed or e-mailed directly to theChief Financial Officer.No retribution against any individual who reports violations of this Policy in good faith will bepermitted. However, the reporting of a violation will not excuse the violation itself.The Company will investigate any matter which is reported and will take any appropriate correctiveaction.**12. Violations of Policy**Violations of any of the foregoing provisions may expose the Company and the individuals involvedto lawsuits and possible criminal action. Persons who violate this Policy are subject toappropriate disciplinary action, up to and including termination. Any alleged violations of thisPolicy will be reviewed by appropriate staff members and legal counsel and they will determine theappropriate action to take.**13. Waivers of Policy**The Company may waive application of any of the foregoing only under unusual circumstances, andthen only in conjunction with appropriate monitoring of the particular situation. Waivers may bemade only by the Chief Executive Officer, except that waivers for officers and directors may beobtained only from the Board of Directors as a whole or the Audit Committee of the Board ofDirectors. Any waivers will be disclosed promptly to the Chief Financial Officer. The Company willdisclose promptly any waivers or amendments to this Policy that are required to be disclosed byapplicable law, regulation or listing standard.
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