Exhibit 14

                              SYSCAN IMAGING, INC.

                                 CODE OF ETHICS
                                       FOR
                           THE CHIEF EXECUTIVE OFFICER
                            SENIOR FINANCIAL OFFICERS
                                       AND
                               BOARD OF DIRECTORS

1. PURPOSE.

The Board of Directors (the "BOARD", and each member of the Board, a "DIRECTOR")
of Syscan Imaging, Inc., a Delaware corporation (the "COMPANY") has adopted the
following Code of Ethics (the "CODE") to apply to the Chief Executive Officer,
each other principal executive officer, the Chief Financial Officer, Chief
Accounting Officer, Corporate Controller and Controller of each of the Company's
operating divisions (the Chief Financial Officer, Chief Accounting Officer and
Controllers are hereinafter referred to as the "SENIOR FINANCIAL OFFICERS"), as
well as to the Directors of the Company. The Controllers include higher ranking
accounting personnel such as the Corporate Controller, Director of Accounting
and Assistant Controller (or their equivalents). The Code is intended to promote
ethical conduct and compliance with laws and regulations, to provide guidance
with respect to the handling of ethical issues, to implement mechanisms to
report unethical conduct, to foster a culture of honesty and accountability, to
deter wrongdoing and to ensure fair and accurate financial reporting.

No code or policy can anticipate every situation that may arise. Accordingly,
this Code is intended to serve as a source of guiding principles. You are
encouraged to bring questions about particular circumstances that may involve
one or more of the provisions of this Code to the attention of the Company's
Chief Executive Officer or Chairman of the Board of Directors, who may consult
with the Company's outside legal counsel as appropriate.


2. INTRODUCTION.

The Chief Executive Officer, principal executive officers, Senior Financial
Officers and Directors are expected to adhere to a high standard of ethical
conduct. The reputation and good standing of the Company depend on how the
Company's business is conducted and how the public perceives that conduct.
Unethical actions, or the appearance of unethical actions, are not acceptable.
In addition to each of the directives set forth below, the Chief Executive
Officer, each principal executive officer, each Senior Financial Officer and
Director shall be guided by the following principles in carrying out their
duties and responsibilities on behalf of the Company:

     LOYALTY, HONESTY AND INTEGRITY. You must not be, or appear to be, subject
     to influences, interests or relationships that conflict with the best
     interests of the Company.

     OBSERVANCE OF ETHICAL STANDARDS. When carrying out your duties and
     responsibilities on behalf of the Company, you must adhere to the high
     ethical standards described in this Code.

     ACCOUNTABILITY. You are responsible for your own adherence and the
     adherence of the other officers and Directors to whom this Code applies.
     Familiarize yourself with each provision of this Code and those set forth
     in the Company's Insider Trading Policy.




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3. INTEGRITY OF RECORDS AND FINANCIAL REPORTING.

The Chief Executive Officer and Senior Financial Officers are responsible for
the accurate and reliable preparation and maintenance of the Company's financial
records. Accurate and reliable preparation of financial records is of critical
importance to proper management decisions and the fulfillment of the Company's
financial, legal and reporting obligations. As a public company, Syscan Imaging,
Inc. files annual and periodic reports and makes other filings with the
Securities and Exchange Commission (the "SEC"). It is critical that these
reports be timely and accurate. The Company expects those officers who have a
role in the preparation and/or review of information included in the Company's
SEC filings to report such information accurately and honestly. Reports and
documents the Company files with or submits to the SEC, as well as other public
communications made by the Company, should contain full, fair, accurate, timely
and understandable disclosure.

The Chief Executive Officer and Senior Financial Officers are responsible for
establishing, and together with the Directors or the members of the Company's
Audit Committee, as the case may be, overseeing adequate disclosure controls and
procedures and internal controls and procedures, including procedures which are
designed to enable the Company to: (a) accurately document and account for
transactions on the books and records of the Company and its subsidiaries; and
(b) maintain reports, vouchers, bills, invoices, payroll and service records,
performance records and other essential data with care and honesty.

4. CONFLICTS OF INTEREST.

You must not participate in any activity that could conflict with your duties
and responsibilities to the Company. A "conflict of interest" arises when one's
personal interests or activities appear to or may influence that person's
ability to act in the best interests of the Company. Any material transaction or
relationship that reasonably could be expected to give rise to a conflict of
interest should be disclosed to the Company's Chief Executive Officer. In
addition, because conflicts of interest are not always obvious, you are
encouraged to bring questions about particular situations to the attention of
the Company's Chief Executive Officer.

This Code does not describe all possible conflicts of interest that could
develop. Some of the more common conflicts from which you must refrain are set
forth below:

     FAMILY MEMBERS. You may encounter a conflict of interest when doing
     business with or competing with organizations in which you have an
     ownership interest or your family member has an ownership or employment
     interest. "Family members" include a spouse, parents, children, siblings
     and in-laws. You must not conduct business on behalf of the Company with
     family members or an organization with which your family member is
     associated, unless such business relationship has been disclosed and
     authorized by a majority of the independent members of the Board of
     Directors.

     IMPROPER CONDUCT AND ACTIVITIES. You may not engage in any conduct or
     activities that are inconsistent with the Company's best interests or that
     disrupt or impair the Company's relationship with any person or entity with
     which the Company has or proposes to enter into a business or contractual
     relationship.

     COMPENSATION FROM NON-COMPANY SOURCES. You may not accept compensation in
     any form for services performed for the Company from any source other than
     the Company.

     GIFTS. You and members of your immediate family may not accept gifts from
     persons or entities if such gifts are being made in order to influence you
     in your capacity as an employee or Director of the Company, or if
     acceptance of such gifts could create the appearance of a conflict of
     interest.

     PERSONAL USE OF COMPANY ASSETS. You may not use Company assets, labor or
     information for personal use, other than incidental personal use, unless
     approved by a majority of the independent members of the Board of Directors
     or as part of a compensation or expense reimbursement program.




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5. CORPORATE OPPORTUNITIES.

The Chief Executive Officer, principal executive officers, Senior Financial
Officers and Directors are prohibited from: (a) taking for themselves personally
opportunities related to the Company's business; (b) using the Company's
property, information, or position for personal gain; or (c) competing with the
Company for business opportunities; PROVIDED, HOWEVER, if the Company's
disinterested Directors determine the Company will not pursue such opportunity,
after disclosure of all material facts by the individual seeking to pursue the
opportunity, the individual may do so.

6. CONFIDENTIALITY.

You must maintain the confidentiality of information entrusted to you by the
Company and any other confidential information about the Company, its business,
customers or suppliers, from whatever source, except when disclosure is
authorized or legally mandated. For purposes of this Code, "confidential
information" includes all non-public information relating to the Company, its
business, customers or suppliers.

7. COMPLIANCE WITH LAWS, RULES AND REGULATIONS.

It is the policy of the Company to comply with all applicable laws, rules and
regulations, and the Company expects its Chief Executive Officer, principal
executive officers, Senior Financial Officers and Directors shall carry out
their responsibilities on behalf of the Company in accordance with such laws,
rules and regulations and to refrain from illegal conduct. Transactions in
Company securities are governed by the Company's Insider Trading Policy.

8. ENCOURAGING THE REPORTING OF ANY ILLEGAL OR UNETHICAL BEHAVIOR.

The Company is committed to operating according to the highest standards of
business conduct and ethics and to maintaining a culture of ethical compliance.
The Chief Executive Officer, principal executive officers, Senior Financial
Officers and Directors should promote an environment in which the Company: (a)
encourages employees to talk to supervisors, managers and other appropriate
personnel when in doubt about the best course of action in a particular
situation; (b) encourages employees to report violations of laws, rules and
regulations to appropriate personnel; and (c) informs employees that the Company
will not allow retaliation for reports made in good faith.

9. FAIR DEALING.

The Chief Executive Officer, principal executive officers, Senior Financial
Officers and Directors should deal fairly with the Company's customers,
suppliers, competitors and employees. It is the policy of the Company to
prohibit any person from taking unfair advantage of another through
manipulation, concealment, abuse of privileged information, misrepresentation of
material facts or any other unfair dealing practice.

10. WAIVERS.

It is the Company's policy that waivers of this Code will not be granted except
in exigent circumstances. Any waivers of this Code may only be granted by a
majority of the Board after disclosure of all material facts by the individual
seeking the waiver. Any waiver of this Code will be promptly disclosed as
required by law or stock exchange regulation.

11. CONCLUSION.

You should communicate any suspected violations of this Code, or any unethical
behavior encompassed by this Code, promptly to the Chief Executive Officer, or
if any such behavior involves the Chief Executive Officer such communications
should be brought to the attention of the next highest ranking officer of the
Company. Violations will be taken seriously and investigated by the Board or by
a person or persons designated by the Board and appropriate disciplinary action
will be taken in the event of any violations of the Code.



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If there are any questions involving application of this Code, guidance should
be sought from the Company's corporate counsel.

It shall also be the policy of the Company that the Chief Executive Officer,
each Director, each Vice President, the Chief Financial Officer, Chief
Accounting Officer, Corporate Controller and Controller of each of the Company's
operating divisions acknowledge receipt of and certify their willingness to
adhere to the foregoing annually and file a copy of such certification with the
Board of Directors.

Dated:  March 29, 2005













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