**Exhibit
      14**


**MangoSoft,
      Inc.**


**Code
      of Ethics**


**December
      31, 2005**




This
      Code
      covers a wide range of business practices and procedures. It does not and cannot
      cover every issue that may arise. However, this Code sets out basic principles
      to guide all employees of MangoSoft, Inc. This Code not only applies to our
      employees, but also any consultants, representatives and other agents acting
      on
      our behalf. Those who violate this Code will be subject to disciplinary action,
      up to and including termination.




*Compliance
      with Laws and Regulations*




Our
      Company and our people must, at all times, comply with all applicable laws
      and
      regulations. We will not condone activities that achieve results through
      violation of the law or unethical business dealings. This includes any payments
      for illegal acts, indirect contributions, rebates, and bribery. We do not permit
      any activity that fails to stand the closest possible public
      scrutiny.




All
      business conduct should be well above the minimum standards required by law.
      Accordingly, our people must ensure that their actions cannot be interpreted
      as
      being, in any way, in breach of the laws and regulations governing the all
      our
      worldwide operations. If you are uncertain about the application or
      interpretation of any legal requirements, you should refer the matter to your
      manager or supervisor, who, if necessary, will seek the advice of our legal
      counsel.




*General
      Employee Conduct*




We
      expect
      our people to conduct themselves in a businesslike manner. Drinking, gambling,
      fighting, swearing, and similar unprofessional activities are strictly
      prohibited while on the job. Employees must not engage in sexual harassment,
      or
      conduct themselves in a way that could be construed as such, for example, by
      using inappropriate language, keeping or posting inappropriate materials in
      their work area, or accessing inappropriate materials on their
      computer.




*Conflicts
      of Interest*




A
      conflict of interest occurs when your interests interferes with the interest
      of
      our Company. We expect that our people will perform their duties
      conscientiously, honestly, and in accordance with the best interests of our
      Company. You must not use your position or the knowledge gained as a result
      of
      your position for private or personal advantage. Regardless of the
      circumstances, if you believe that a course of action you have pursued, are
      presently pursuing, or are contemplating pursuing may involve a conflict of
      interest with our Company, you should immediately communicate all the facts
      to
      your manager or supervisor.




*Insider
      Trading*




Employees
      with access to confidential information are not permitted to use or share that
      information for stock trading purposes or for any other purpose except while
      conducting our normal day-to-day business. All non-public information should
      be
      considered confidential.




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It
      is not
      only unethical, it is illegal to use non-public information for financial
      benefit or “tip” others who might make an investment in our Company. You should
      refer to our policies on trading our Company’s stock for further
      details.




*Outside
      Activities, Employment, and Directorships*




All
      our
      people share a responsibility for our Company’s good public relations,
      especially at the community level. Your readiness to help with religious,
      charitable, educational, and civic activities brings credit to our Company
      and
      is encouraged. You must, however, avoid acquiring any business interest or
      participating in any other activity outside our Company that would, or would
      appear to:




·
            Create
                an excessive demand on your time and attention, thus depriving our
                Company
                of your best efforts; and


·
            Create
                a conflict of interest—an obligation, interest, or distraction—that may
                interfere with the independent exercise of judgment in our Company’s best
                interest.




*Relationships
      With Clients and Suppliers*




Although
      not prohibited, our people should avoid investing in or acquiring a financial
      interest for their own accounts in any business organization that has a
      contractual relationship with our Company, or that provides goods or services,
      or both to our Company, if such investment or interest could influence or create
      the impression of influencing their decisions in the performance of their duties
      on behalf of our Company.




*Gifts,
      Entertainment, and Favors*




Our
      people must not accept entertainment, gifts, or personal favors that could,
      in
      any way, influence, or appear to influence, business decisions in favor of
      any
      person or organization with whom or with which our Company has, or is likely
      to
      have, business dealings. Similarly, our people must not accept any other
      preferential treatment under these circumstances because their position with
      our
      Company might be inclined to, or be perceived to, place them under
      obligation.




*Kickbacks
      and Secret Commissions*




Regarding
      our Company’s business activities, our people may not receive payment or
      compensation of any kind. In particular, our Company strictly prohibits the
      acceptance of kickbacks and secret commissions from suppliers or others. Any
      breach of this rule will result in immediate termination and prosecution to
      the
      fullest extent of the law.




*Side
      Letters*




Our
      people are prohibited from executing any “side letter” with a customer, vendor
      or other organization with whom or with which our Company has, or is likely
      to
      have, business dealings, whose terms and conditions materially alter those
      stated in final, executed agreements. Should the terms and conditions of a
      business arrangement require adjustment, our Company’s legal counsel shall
      address these needs in accordance with our Company’s legal policies and
      procedures.




*Company
      Funds and Other Assets*




Employees
      who have access to Company funds in any form must follow the prescribed
      procedures for recording, handling, and protecting money as detailed in the
      Company’s instructional manuals or other explanatory materials, or both. Our
      Company imposes strict standards to prevent fraud and dishonesty. If you become
      aware of any evidence of fraud and dishonesty, you should immediately advise
      your manager or supervisor so that the Company can promptly investigate
      further.




When
      an
      employee’s position requires spending Company funds or incurring any
      reimbursable personal expenses, that individual must use good judgment on the
      Company’s behalf to ensure that good value is received for every expenditure.
      Company funds and all other Company assets are for Company purposes only and
      not
      for personal benefit. This includes the personal use of organizational assets,
      such as computers.




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*Company
      Records and Communications*




Accurate
      and reliable records of many kinds are necessary to meet our Company’s legal and
      financial obligations and to manage our affairs. Our Company’s books and records
      must reflect in an accurate and timely manner all business transactions. The
      employees responsible for accounting and recordkeeping must fully disclose
      and
      record all assets, liabilities, or both, and must exercise diligence in
      enforcing these requirements.




Our
      people must not make or engage in any false record or communication of any
      kind,
      whether internal or external, including but not limited to:




·
            False
                expense, attendance, production, financial, or similar reports and
                statements;


·
            False
                advertising, deceptive marketing practices, or other misleading
                representations.




*Dealing
      With Outside People and Organizations*




Our
      people must take care to separate their personal roles from their Company
      positions when communicating on matters not involving Company business. Our
      people must not use Company identification, stationery, supplies, and equipment
      for personal or political matters.




When
      communicating publicly on matters that involve Company business, our people
      must
      not presume to speak for the Company on any topic, unless they are certain
      that
      the views they express are those of the Company, and it is the Company’s desire
      that such views be publicly disseminated.




When
      dealing with anyone outside the Company, including public officials, employees
      must take care not to compromise the integrity or damage the reputation of
      either the Company, or any outside individual, business, or government
      body.




*Prompt
      Communications*




In
      all
      matters relevant to customers, suppliers, government authorities, the public
      and
      others in the Company, all employees must make every effort to achieve complete,
      accurate, and timely communications—responding promptly and courteously to all
      proper requests for information and to all complaints.


*Privacy
      and Confidentiality*




Confidential
      information includes all non-public information that might be useful to
      competitors, or harmful to our Company’s customers, if disclosed. When handling
      financial and personal information about customers or others with whom the
      Company has dealings, observe the following principles:




1.
            Collect,
                use, and retain only the personal information necessary for the Company’s
                business. Whenever possible, obtain any relevant information directly
                from
                the person concerned. Use only reputable and reliable sources to
                supplement this information.




2.
            Retain
                information only for as long as necessary or as required by law.
                Protect
                the physical security of this
                information.





3.
            Limit
                internal access to personal information to those with a legitimate
                business reason for seeking that information. Use only personal
                information for the purposes for which it was originally obtained.
                Obtain
                the consent of the person concerned before externally disclosing
                any
                personal information, unless legal process or contractual obligation
                provides otherwise.





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*Health
      and Safety*





Our
      Company strives to provide its people with a safe and healthful environment.
      Our
      people have a responsibility for maintaining a safe and healthy workplace for
      their fellow employees by following safety and health rules and reporting
      accidents, injuries and unsafe equipment.








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