EXHIBIT 14

                               EACCELERATION CORP.

                       CODE OF ETHICS FOR SENIOR OFFICERS

PREFACE

         Senior officers such as the principal executive officer, principal
financial officer, controller, officers of the Company or its subsidiaries, and
persons performing similar functions ("Senior Officers") hold an important and
elevated role in corporate governance. They are vested with both the
responsibility and authority to protect, balance, and preserve the interests of
all of the Company's stakeholders, including stockholders, clients, employees,
suppliers, and citizens of the communities in which business is conducted.
Senior Officers fulfill this responsibility by prescribing and enforcing the
policies and procedures employed in the operation of the Company's financial
organization, and by demonstrating the following:

I.       HONEST AND ETHICAL CONDUCT

         Senior Officers will exhibit and promote the highest standards of
         honest and ethical conduct through the establishment and operation of
         policies and procedures that:

              o     Encourage and reward professional integrity in all aspects
                    of the financial organization, by eliminating inhibitions
                    and barriers to responsible behavior, such as coercion, fear
                    of reprisal, or alienation from the financial organization
                    or the enterprise itself.

              o     Prohibit and eliminate the appearance or occurrence of
                    conflicts between what is in the best interest of the
                    enterprise and what could result in material personal gain
                    for a member of the organization, including Senior Officers.

              o     Company directors, officers and employees have an obligation
                    to promote the best interests of the Company at all times.
                    They should avoid any action which may involve a conflict of
                    interest with the Company. Directors, officers and employees
                    should not have any undisclosed, unapproved financial or
                    other business relationships with suppliers, customers or
                    competitors that might impair the independence of any
                    judgement they may need to make on behalf of the Company.
                    Conflicts of interest would also arise if a director,
                    officer or employee, or a member of his or her family,
                    receives improper personal benefits as a result of his or
                    her position in the Company.

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              o     Where conflicts of interest arise, directors, officers and
                    employees must provide full disclosure of the circumstances
                    and abstain from any related decision making process.

              o     Directors, officers and employees must also avoid apparent
                    conflicts of interest, which occur where a reasonable
                    observer might assume there is a conflict of interest and,
                    therefore, a loss of objectivity in their dealings on behalf
                    of the Company.

              o     Provide a mechanism for members of the finance organization
                    to inform senior management of deviations in practice from
                    policies and procedures governing honest and ethical
                    behavior.

                         o     If any employee has knowledge or is suspicious of
                               non-compliance with any provision of this Code or
                               is concerned whether circumstances could lead to
                               a violation of this Code, he or she should
                               discuss the situation with one or more members of
                               the Audit Committee.  The Company will not allow
                               any retaliation against a director, officer or
                               employee who acts in good faith in reporting any
                               such violation or suspected violation.

              o     If directors or executive officers have knowledge or are
                    suspicious of any non-compliance with any provision of this
                    Code or are concerned whether circumstances could lead to a
                    violation of this Code, they should discuss the situation
                    with the Audit Committee of the Board of Directors of the
                    Company.

                        o     Demonstrate their personal support for such
                              policies and procedures through periodic
                              communication reinforcing these ethical standards
                              throughout the Company.

II.      FINANCIAL RECORDS AND PERIODIC REPORTS

         Senior Officers will establish and manage the Company's transaction and
         reporting systems and procedures to ensure that:

              o     The Company complies with its obligations to disclose all
                    material information in accordance with all applicable
                    securities laws.

              o     All employees comply with the Company's Internal Disclosure
                    Controls and Procedures Guidelines and all other financial
                    and disclosure controls and procedures.

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              o     Business transactions are properly authorized and
                    completely and accurately recorded on the Company's books
                    and records in accordance with Generally Accepted Accounting
                    Principles (GAAP) and established Company financial policy.

              o     The retention or proper disposal of Company records shall be
                    in accordance with established Company financial policies
                    and applicable legal and regulatory requirements.

              o     Periodic financial communications and reports will be
                    delivered in a manner that facilitates the highest degree of
                    clarity of content and meaning so that readers and users
                    will quickly and accurately determine their significance and
                    consequence.

              o     Any Senior Officer in possession of material information
                    must not disclose such information before its public
                    disclosure and must take steps to ensure that the Company
                    complies with its timely disclosure obligations.

III.     COMPLIANCE WITH APPLICABLE LAWS, RULES AND REGULATIONS

         Senior Officers will establish and maintain mechanisms to:

              o     Educate appropriate employees of the Company about any
                    federal, state or local statute, regulation or
                    administrative procedure that affects the operation
                    of the finance and accounting organization and the Company
                    generally.

              o     Monitor the compliance of the Company with any applicable
                    federal, state or local statute, regulation or
                    administrative rule.

              o     Identify, report and correct in a swift and certain manner,
                    any detected deviations from applicable federal, state or
                    local stature or regulation.

                    o     If a law conflicts with a provision of this Code,
                          Senior Officers must comply with the law; however, if
                          a local custom or policy conflicts with a provision of
                          this Code, Senior Officers must comply with the Code.

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IV.      ACCOUNTABILITY FOR ADHERENCE TO THE CODE

         All directors and Senior Officers are responsible for abiding by this
         Code. This includes individuals responsible for the failure to exercise
         proper supervision and to detect and report a violation by their
         subordinates. Discipline may, when appropriate, include dismissal.

V.       AMENDMENTS AND WAIVERS

         This Code of Ethics may be amended, and compliance with it may be
         waived, only with the approval of the Audit Committee.