EXHIBIT 14

                                 MANGOSOFT, INC.
                                 CODE OF ETHICS
                                DECEMBER 31, 2004

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.
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.

<PAGE>

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:

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

     o    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.

<PAGE>

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. 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:

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

     o    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.

<PAGE>

     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.

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.