EXHIBIT 14

                          China Digital Wireless, Inc.

                           Code of Conduct and Ethics

     This Code of Conduct and Ethics (this  "Code") of China  Digital  Wireless,
Inc.  (the  "Company")  outlines  expected  behaviors  of all of our  directors,
officers and employees,  including our senior executive and financial  officers.
This Code  addresses  responsibility  for proper  behavior and the  standards to
which we hold corporate  officers and  employees.  Also included is a listing of
our standards  and values.  This Code does not cover every issue that may arise,
but it sets out basic principles to guide the directors,  officers and employees
of the Company.

     All Company  directors,  officers and employees  should conduct  themselves
accordingly  and seek to avoid even the  appearance of improper  behavior in any
way relating to the Company. Any director or officer who has any questions about
this  Code  should  consult  the  chief  executive  officer  ("CEO"),  the chief
financial   officer   ("CFO"),   or  general   counsel  as  appropriate  in  the
circumstances.  If an employee has any questions  about this Code,  the employee
should ask his or her supervisor how to handle the situation.

Scope

     This Code is intended to deter wrongdoing and to promote the following:

     o    honest and ethical  conduct,  including the ethical handling of actual
          or apparent  conflicts of interest  between  personal and professional
          relationships;

     o    full, fair, accurate,  timely and understandable disclosure in reports
          and documents  the Company  files with, or submits to, the  Securities
          and Exchange Commission (the "SEC") and in other public communications
          made by the Company;

     o    compliance with applicable  governmental rules and regulations and the
          rules of any  exchange  or  quotation  system on which  the  Company's
          securities are listed or quoted;

     o    prompt   internal   reporting  of  violations  of  this  Code  to  the
          appropriate person or persons identified in this Code; and

     o    accountability for adherence to this Code.

Responsibility for Proper Behavior

     Every  person  affiliated  with the  Company,  from  entry-level  positions
through senior management and our Board of Directors (the "Board"), plays a role
in our compliance  efforts.  As such, every person has a responsibility  to know
what is in this Code, how the compliance  program works,  and what steps to take
if something appears contrary to this Code.

     Since we take our  compliance  responsibilities  seriously,  we may have to
take  swift  and  deliberate  action if we feel that a member of the team is not
living up to their  compliance  responsibilities.  This  action can range from a
simple warning to correct  behavior,  up to and including  termination if errant
behavior  remains  uncorrected.  Therefore,  it is  important  for  everyone  to
understand his or her compliance responsibilities.

Compliance with Laws, Rules and Regulations

     All directors, officers and employees must respect and obey all laws, rules
and regulations  applicable to the Company's  business,  including local laws in
the areas in which the Company operates.



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Conflicts of Interest

     The Company  expects that its employees,  officers and directors will avoid
conflicts of interest and that they will not act in a manner  detrimental to the
Company during the course of their tenure with the Company.

     A  conflict  of  interest  exists  when an  individual's  private  interest
interferes  in any way - or appears  to  conflict  - with the  interests  of the
Company. A conflict of interest situation can arise when a director,  officer or
employee  takes actions or has  interests  that may make it difficult to perform
his or her work on behalf of the Company in an objective and  effective  manner.
Conflicts of interest may also arise when 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 with the Company. Loans to, or guarantees of obligations of,
employees and their family members may create conflicts of interest.

     Service to the Company  should never be  subordinated  to personal gain and
advantage.  Conflicts  of interest,  whenever  possible,  should be avoided.  In
particular, clear conflict of interest situations involving directors,  officers
and employees may include the following:

     o    any significant ownership interest in any supplier or customer;

     o    any consulting or employment relationship with any customer, supplier,
          or competitor;

     o    any outside  business  activity  that  detracts  from an  individual's
          ability  to  devote  appropriate  time  and  attention  to  his or her
          responsibilities to the Company;

     o    the receipt of non-nominal gifts or excessive  entertainment  from any
          organization  with  which  the  Company  has  current  or  prospective
          business dealings;

     o    being  in  the  position  of  supervising,  reviewing  or  having  any
          influence on the job evaluation, pay, or benefit of any family member;
          and

     o    selling  anything to the Company or buying  anything from the Company,
          except  on the same  terms and  conditions  as  comparable  directors,
          officers, or employees are permitted to so purchase or sell.

     It is  almost  always a  conflict  of  interest  for a Company  officer  or
employee to work  simultaneously  for a competitor,  customer,  or supplier.  No
officer or employee may work for a competitor  as a consultant  or board member.
The best policy is to avoid any direct or indirect business  connection with the
Company's customers, suppliers, and competitors, except on the Company's behalf.

     Conflicts of interest are prohibited as a matter of Company policy,  except
under guidelines  approved by the Board of Directors.  Conflicts of interest may
not always be clear, and further review and discussions may be appropriate.  Any
director or officer who becomes aware of a conflict or potential conflict should
bring  it to  the  attention  of  the  CEO,  the  CFO  or  general  counsel,  as
appropriate.  Any employee who becomes aware of a conflict or potential conflict
should bring it to the attention of a supervisor,  manager or other  appropriate
personnel.

     Directors, officers and employees are prohibited from taking for themselves
personally  or directing  to a third party any  opportunity  that is  discovered
through the use of  corporate  property,  information  or  position  without the
consent of the Board of  Directors.  No  director,  officer or employee  may use
corporate  property,  information or position for improper personal gain, and no
director,  officer  or  employee  may  compete  with  the  Company  directly  or
indirectly.  Directors,  officers  and  employees  owe a duty to the  Company to
advance its legitimate interests when the opportunity to do so arises.



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Insider Trading

     Directors,   officers  and  employees  who  have  access  to   confidential
information  relating  to the  Company  are not  permitted  to use or share that
information  for stock  trading  purposes  or for any other  purpose  except the
conduct of the Company's business.  All non-public information about the Company
should be considered confidential information. To use non-public information for
personal  financial  benefit or to "tip"  others  who might  make an  investment
decision  on the basis of this  information  is not only  unethical  and against
Company  policy but is also  illegal.  Directors,  officers and  employees  also
should  comply with insider  trading  standards  and  procedures  adopted by the
Company.

     SEC rules and regulations  prohibit trading  securities while in possession
of material  non-public  information  relating to such  securities or disclosing
material  non-public  information  to  enable  another  person  to trade on such
information.  The term "trading" refers to all purchases and sales of securities
for value, including purchases effected through stock option exercises,  and the
term  "securities"  includes not only common stock,  but also  preferred  stock,
bonds,  notes,  options,  warrants,  puts,  calls  and  other  equity  and  debt
instruments.

Competition and Fair Dealing

     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 director,  officer
and employee  should  endeavor to respect the rights of and deal fairly with the
Company's customers, suppliers, service providers, competitors and employees. No
director, officer or employee should take unfair advantage of anyone relating to
the Company's business or operations through manipulation,  concealment or abuse
of privileged  information,  misrepresentation  of material  facts or any unfair
dealing practice.

     To maintain the Company's reputation, compliance with the Company's quality
processes  and  safety  requirements  is  essential.  In the  context of ethics,
quality   requires  that  the  Company's   services  meet  reasonable   customer
expectations. All inspection and testing documents must be handled in accordance
with all applicable regulations.

Discrimination and Harassment

     The Company will not tolerate any illegal  discrimination  or harassment of
any  kind.  Examples  include  derogatory  comments  based on  racial  or ethnic
characteristics and unwelcome sexual advances.

Health and Safety

     The Company strives to provide each employee with a safe and healthful work
environment. Each officer and employee has responsibility for maintaining a safe
and healthy workplace for all employees by following safety and health rules and
practices, and by reporting accidents, injuries and unsafe equipment,  practices
or conditions.

     Violence and threatening behavior are not permitted. Officers and employees
should  report to work in a condition  to perform  their  duties,  free from the
influence of illegal drugs or alcohol. The use of illegal drugs in the workplace
will not be tolerated.

Confidentiality

     Directors,  officers and  employees  must maintain the  confidentiality  of
confidential  information  entrusted  to them by the  Company or its  customers,
suppliers, joint venture partners or others with whom the Company is considering
a business or other  transaction,  except when  disclosure  is  authorized by an
executive  officer or required or mandated by laws or regulations.  Confidential



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information includes all non-public  information that might be useful or helpful
to  competitors  or harmful to the Company or its  patients  and  suppliers,  if
disclosed.  It also  includes  information  that  suppliers  and  patients  have
entrusted to the Company,  as well as information  about the Company's  business
plans,  financial results or forecasts,  or other operational  information.  The
obligation to preserve confidential  information continues even after employment
ends.

Protection and Proper Use of Company Assets

     All directors, officers and employees should endeavor to protect the
Company's assets and ensure their efficient use. Theft, carelessness and waste
have a direct impact on the Company's profitability. Any suspected incident of
fraud or theft should be immediately reported for investigation. Company assets
should be used for legitimate business purposes and should not be used for
non-Company business.

     The  obligation to protect the Company's  assets  includes its  proprietary
information.  Proprietary  information includes intellectual  property,  such as
trade  secrets,  patents,  trademarks  and  copyrights,  as  well  as  business,
marketing and service plans, designs, databases, records, salary information and
any unpublished financial data and reports.  Unauthorized use or distribution of
this  information  would violate  Company  policy.  It could also be illegal and
result in civil or even criminal penalties.

Payments to Government Personnel

     The U.S. Foreign Corrupt  Practices Act prohibits giving anything of value,
directly or indirectly, to officials of foreign governments or foreign political
candidates in order to obtain or retain business.  It is strictly  prohibited to
make illegal payments to government officials of any country.

     In  addition,  the U.S.  government  has a number  of laws and  regulations
regarding business gratuities that may be accepted by U.S. government personnel.
The promise, offer or delivery to an official or employee of the U.S. government
of a gift,  favor or other  gratuity in  violation of these rules would not only
violate  Company  policy but could also be a criminal  offense.  State and local
governments, as well as foreign governments, may have similar rules.

Corporate Disclosures

     All directors,  officers and employees should support the Company's goal to
have full,  fair,  accurate and timely  disclosure in the reports required to be
filed by the Company with the SEC. Each  director,  officer and employee  should
promptly  bring to the  attention  of the CEO,  the CFO or the  Company's  Audit
Committee, as appropriate, any of the following:

     o    any material  information  to which such  individual  may become aware
          that affects the disclosures made by the Company in its public filings
          or would otherwise  assist the CEO, the CFO and the Audit Committee in
          fulfilling their responsibilities with respect to such public filings;

     o    any  information  the individual may have  concerning (a)  significant
          deficiencies  in the design or  operation  of internal  controls  that
          could  adversely  affect the  Company's  ability  to record,  process,
          summarize and report financial data, or (b) any fraud,  whether or not
          material,  that  involves  management  or other  employees  who have a
          significant role in the Company's financial reporting,  disclosures or
          internal controls;

     o    any  information  the individual may have  concerning any violation of
          this Code,  including  any actual or  apparent  conflicts  of interest
          between  personal  and  professional   relationships,   involving  any
          management  or  other  employees  who have a  significant  role in the
          Company's financial reporting, disclosures or internal controls; and

     o    any  information  the  individual  may have  concerning  evidence of a
          material   violation  of  the  securities  or  other  laws,  rules  or
          regulations  applicable  to  the  Company  and  the  operation  of its
          business,  by the Company or any agent thereof, or of any violation of
          this Code.



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Amendments and Waivers of This Code

     Any  amendment  to this Code and any waiver of this Code for  directors  or
executive  officers may be made only by the Board of Directors or a committee of
the Board,  and will be  promptly  disclosed  to  stockholders  as  required  by
applicable laws or rules and regulations, including the rules of the SEC and any
exchange or quotation  system on which the  Company's  securities  are listed or
quoted.  Such  amendments or waivers may be posted on the  Company's  website at
www.chinadigitalwireless.com.

Reporting Any Illegal or Unethical Behavior

     Directors  and  officers  are  encouraged  to talk to the  CEO,  the CFO or
general counsel, and employees are encouraged to talk to supervisors,  managers,
or other appropriate personnel, when in doubt about the best course of action in
a particular  situation.  Directors,  officers and  employees  should report any
observed  illegal or unethical  behavior and any  perceived  violations of laws,
rules,  regulations or this Code to appropriate  personnel.  It is the policy of
the Company not to allow retaliation for reports of misconduct by others made in
good faith.  Directors,  officers  and  employees  are  expected to cooperate in
internal investigations of misconduct.

Enforcement

     The Board of Directors shall determine, or designate appropriate persons to
determine,  appropriate  actions to be taken in the event of  violations of this
Code.  Such actions  shall be  reasonably  designed to deter  wrongdoing  and to
promote  accountability for adherence to this Code. These procedures may include
(a) written  notices to the  individual  involved that the Board has  determined
that there has been a  violation,  (b)  censure by the Board,  (c)  demotion  or
re-assignment of the individual involved,  (d) suspension with or without pay or
benefits (as determined by the Board),  and (e) termination of the  individual's
employment or position.  In determining the  appropriate  action in a particular
case,  the Board of  Directors  or such  designee  shall take into  account  all
relevant  information,  including  the nature  and  severity  of the  violation,
whether the violation was a single occurrence or repeated  occurrences,  whether
the  violation  appears to have been  intentional  or  inadvertent,  whether the
individual  in question had been advised prior to the violation as to the proper
course of action,  and whether or not the  individual  in question had committed
other violations in the past.

















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