**Exhibit 14**

 

**Codeof Business Conduct and Ethics**

 

**Purpose and Scope**

 

Since its founding, 4-D Neuroimaging (the “Company”) has required thatall its employees maintain the highest level of integrity in their dealings onbehalf of the Company (i.e., 4-D Neuroimaging and its subsidiaries), in theirdealings with the Company, and in everything affecting the Company’srelationships with its banks, with its security holders and with others withwhom the Company does business.  TheCompany believes the high level of integrity with which it conducts its affairshas been a major factor in the Company’s success.

 

This Code of Business Conduct and Ethics (“Code”) is intended todocument the principles of conduct and ethics to be followed by the Company’semployees, officers and directors, including its principal executive officer,its principal financial officer and its principal accounting officer.  Its purpose is to:

 

a.               Promote honest and ethical conduct,including the ethical handling of actual or apparent conflicts of interestbetween personal and professional relationships;

 

b.              Promote avoidance of conflicts ofinterest, including disclosure to an appropriate person or committee of anymaterial transaction or relationship that reasonably could be expected to giverise to such a conflict;

 

c.               Promote full, fair, accurate, timely andunderstandable disclosure in reports and documents that the Company files with,or submits to, the Securities and Exchange Commission and in other publiccommunications made by the Company;

 

d.              Promote compliance with applicablegovernmental laws, rules and regulations;

 

e.               Promote the prompt internal reporting toan appropriate person or committee of violations of this Code;

 

f.                 Promote accountability for adherenceto this Code;

 

g.              Provide guidance to employees, officersand directors to help them recognize and deal with ethical issues;

 

h.              Provide mechanisms to report unethicalconduct; and

 

i.                  Help foster the Company’slongstanding culture of honesty and accountability.

 

The Company will expect all its employees, officers and directors tocomply at all times with the principles in this Code.  Violations of this Code by an employee or officer are grounds fordisciplinary action up to and including immediate termination of employment andpossible legal prosecution.

 

**Fair Dealing**

 

a.               Each employee and officer will at alltimes deal fairly with the Company’s customers, suppliers, competitors andemployees.  While we expect ouremployees to try hard to advance the interests of the Company, we expect themto do so in a manner that is consistent with the highest standards of integrityand ethical dealing.  

 

b.              No employee or officer is to take unfairadvantage of anyone through manipulation, concealment, abuse of privilegedinformation, misrepresentation of material facts, or any other unfair-dealingpractice.

 

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**Compliance with Laws,Rules and Regulations (Including Insider Trading Laws)**

 

a.               Employees, officers and directors areexpected to comply at all times with all applicable laws, rules andregulations.

 

b.              Employees, officers and directors arerequired to comply with the Company’s Policy Regarding Non-Public Information,and with all other policies applicable to them that are adopted by the Companyfrom time to time.

 

c.**              **Employees,officers and directors must cooperate fully with the people responsible forpreparing reports filed with the Securities and Exchange Commission and allother materials that are made available to the investing public to make surethose people are aware in a timely manner of all information that might have tobe disclosed in those reports or other materials or that might affect the wayin which information is disclosed in them.

 

**Conflicts of Interest**

 

a.               Definition: A “conflict ofinterest” occurs when an individual’s private interest is different from theinterests of the Company as a whole. Conflict situations include:

 

1)              Action orInaction: When an employee, officer, or director, or a member of his or herfamily, will benefit personally from something the employee, officer ordirector does or fails to do that is not in the best interests of the Company,

 

2)              Objectivity:When an employee, officer or director takes actions or has interests that maymake it difficult to perform his or her Company work objectively andeffectively, and

 

3)              Personal Benefits:When an employee, officer or director, or a member of his or her family,receives personal benefits from somebody other than the Company as a result ofhis or her position in the Company which are not generally available to all theCompany’s employees, or at least to all employees in the same area of work orthe same geographic area.  Loans to, orguarantees of obligations of, employees, officers or directors by persons with whomthe Company does business are of special concern.

 

4)              CompetingActivities: When an employee, officer, or director engages in any activitythat is competitive with the business activities and operations conducted fromtime to time by the Company.

 

b.              Specific Situations: The followingrules apply to specific situations that involve, or may involve, conflicts ofinterest:

 

1)              Transactions withthe Company: No employee, officer or director, or member of the immediatefamily (defined below) of an employee, officer or director, may sell, lease orbuy any kind of property, facility, equipment or service directly or indirectlyfrom or to the Company other than on market terms or under policies availableto all employees.  Any exceptions tothis policy must have written approval of the Management Committee of theCompany.

 

2)              Other BusinessActivities: No full-time employee will engage in any part-time employment,business consulting arrangements or other business activities which couldinterfere with the employee’s duties and obligations to the Company withoutwritten approval from the Management Committee.

 

3)              Gifts, etc.:No employee, officer, or director may accept any gift, favor, or personalincentive, including vacations, excursions, etc., of more than one hundreddollars ($100.00) value, or a cash gift of any amount, from a current orprospective vendor, supplier, provider of professional services, contractor orcustomer.

 

4)              Transactions withFamily Members: Where an immediate family member (parent, parent-in-law,spouse, child, or son or daughter-in-law, or any other adult relative living inthe same household) of any employee, officer, or director is involved in atransaction with the Company, all payments,

 

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commissions, fees, or other remuneration tosuch family member, as well as details of the transaction itself, must bedisclosed to and approved in advance by the Management Committee.

 

5)              Exchange of Benefits: No employee,officer, or director may solicit or accept any money, gift, favor, service, orother tangible or intangible benefit or service from any employee of theCompany or any subcontractor, vendor or other person with which the Companydoes business, even if it is otherwise permitted by this Code, in exchange foranything involving the performance of the person’s responsibilities on behalfof the Company, or under circumstances that might impair the employee’s,officer’s or director’s independent judgment as to what is in the bestinterests of the Company.

 

c.               Avoidance: Employees, officersand directors must do everything they reasonably can to avoid conflicts ofinterest or actions or relationships that give the appearance of conflicts ofinterest.

 

d.              Reporting: If a situation thatcreates a conflict of interest or the appearance of a conflict of interestarises, the person involved must promptly report it (1) if the person involvedis a director or the principal executive officer of the Company, to the AuditCommittee of the Company’s Board of Directors and (2) if the person involved issomeone other than a director or the principal executive officer of theCompany, to the Management Committee. If an employee, officer or director becomes aware of a situation that heor she believes involves a conflict of interest by another employee, officer ordirector, the person who becomes aware of the situation must promptly report itto (a) the Management Committee, or (b) the President of the Company.  Any report of a situation that is made to thePresident will be passed on to the applicable one of the Management Committeeor the Audit Committee of the Company’s Board of Directors.  When there is any question of whether aconflict of interest is present and should be disclosed, all employees, officersand directors should resolve any doubt in favor of full disclosure.

 

e.               Exceptions: The Companyrecognizes that the foregoing procedures may not give due respect to thespecifics of a particular situation.  Inthe event a situation arises in which an employee, officer or director believesthe foregoing procedures should not be applied, the employee, officer ordirector should seek the advice, in writing, of the Management Committee.

 

f.                 Remedial Actions: In anyinstance in which an employee, officer or director becomes involved in asituation that involves a conflict of interest, or an appearance of one, he orshe must work with the applicable one of the Management Committee or the AuditCommittee of the Company’s Board to devise an arrangement by which (1) thatcommittee (or its designee) will monitor the situation which creates, or givesthe appearance of creating, a conflict of interest, (2) the employee, officeror director who has a conflict of interest will, to the fullest extentpossible, be kept out of any decisions that might be affected by the conflictof interest, (3) it is ensured that the employee, officer or director who has aconflict of interest will not profit personally from the situation that causesthe conflict of interest, and (4) every reasonable effort will be made to eliminatethe conflict of interest as promptly as possible.

 

**CorporateOpportunities**

 

a.               No employee, officer or director will:

 

1)              take for himself or herself personallyany opportunity of which he or she becomes aware, or to which he or she obtainsaccess, through the use of corporate property, information or position;

 

2)              make it possible for somebody other thanthe Company to take advantage of an opportunity in any of the Company’s areasof business of which the employee, officer, or director becomes aware in thecourse of his or her activities on behalf of the Company, unless the Companyhas expressly decided not to attempt to take advantage of the opportunity;

 

3)              otherwise use corporate property,information, or position for personal gain; or

 

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4)              compete with the Company generally orwith regard to specific transactions or opportunities.

 

b.              Employees, officers and directors owe aduty to the Company to advance the Company’s legitimate interests whenever theopportunity to do so arises.

 

 

**Confidentiality**

 

a.               Employees, officers and directors mustmaintain the confidentiality of all information entrusted to them by theCompany or its customers that is treated by the Company or its customers asconfidential, except when disclosure is authorized by the Company or legallymandated.

 

b.              Confidential information includes allinformation that may be of use to the Company’s competitors, or that could beharmful to the Company or its customers, if disclosed.

 

**c.****              **Employees,officers and directors must comply with all confidentiality policies adopted bythe Company from time to time and with confidentiality provisions in agreementsto which they or the Company are parties.

 

**Protection and ProperUse of Company Assets**

 

a.               Employees, officers and directors mustdo all reasonable things in their power to protect the Company’s assets andensure their efficient use by the Company.

 

b.              Employees, officers and directors willuse the Company’s assets only for the Company’s legitimate business purposes.

 

**Change in or Waiverof the Code**

 

a.               Any waiver of any provision of this Codemust be approved:

 

1)              With regard to any director, theprincipal executive officer of the Company or a member of the ManagementCommittee, by the Board of Directors (but without the involvement of anydirector who will be personally affected by the waiver) or by a committeeconsisting entirely of directors who will not be personally affected by thewaiver.

 

2)              With regard to any other employee orofficer, by the Management Committee.

 

b.              No waiver of any provision of this Codewith regard to a director or officer will be effective until that waiver hasbeen reported to the person responsible for the preparation and filing of theCompany’s reports on Form 8-K (or any successor to that form) in sufficientdetail to enable that person to prepare a report on Form 8-K containing anyrequired disclosure with regard to the waiver.

 

c.               The Company will disclose any change inthis Code or any waiver of this Code in a filing with the Securities andExchange Commission, or in another manner that complies with applicableSecurities and Exchange Commission rules, and the Company will make any otherdisclosures of changes in, or waivers of, this Code, that are required by lawor by the rules of any securities exchange or securities quotation system onwhich the Company’s securities are listed or quoted.

 

**Compliance**

 

a.               Employees, officers and directors mustreport promptly any violations of this Code of which they become aware(including any violations of the requirement of compliance with law) to theperson to whom conflicts of interest involving the person who violated thisCode would be reported as described under “Conflicts of Interest — Reporting.”  In addition, any violation of this Code maybe reported to the Chairman of the Audit Committee of Company’s Board.  Failure to report a violation can lead todisciplinary action against the person who failed to report the violation,which may be as severe as the disciplinary action against the person whocommitted the violation.

 

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b.              The identity of the employee who reportsa possible violation of this Code by another employee will be keptconfidential, except to the extent the employee who reports the possibleviolation consents to be identified or the identification of that employee isrequired by law.

 

c.               Possible violations of this Code may bereported orally or in writing and may be reported anonymously.

 

d.              The Company will not allow retaliationfor reports of possible violations of this Code made in good faith.

 

**Terms used in thisCode**

 

a.               Any reference in this Code to theCompany or to an employee of the Company is to 4-D Neuroimaging and all itssubsidiaries or to an employee employed by 4-D Neuroimaging or any of itssubsidiaries.

 

b.              Any reference in this Code to a directoror officer of the Company is to a director or officer of 4-D Neuroimaging.  It does not refer to a person who is anofficer of a subsidiary unless the person is regularly involved in settingpolicy for 4-D Neuroimaging and its subsidiaries, and therefore in factfunctions as an officer of 4-D Neuroimaging. For the purposes of this Code, a person who is employed by the Companyand serves as an officer of a subsidiary will be treated as an employee, butnot an officer, of the Company.

 

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