Exhibit 14

CODE OF ETHICS AND BUSINESS CONDUCT
1. Code
This Code of Ethics and Business  Conduct ("Code") has been adopted by our Board
of Directors to summarize the standards of business  conduct that must guide our
actions. This Code applies to all directors,  officers,  and employees of Circle
Group  Holdings,   Inc.  and  its  subsidiaries  and  affiliated  entities  (the
Company"). The Company has issued this Code to deter wrongdoing and to promote:

     o    Honest and ethical  conduct,  including the ethical handling of actual
          or apparent  conflicts of interest  between  personal and professional
          relationships;
     o    Avoidance  of  conflicts  of  interest,  including  disclosure  to  an
          appropriate  person of any material  transaction or relationship  that
          reasonably could be expected to give rise to such a conflict;
     o    Accurate  and timely  disclosure  in reports  and  documents  that the
          Company files with, or submits to any Securities Exchange,  the United
          States  Securities  and  Exchange   Commission  and  other  securities
          commissions.   ("Securities   Commissions")  and  other   governmental
          agencies, as well as in the Company's other public communications;
     o    Compliance with applicable governmental laws, rules and regulations;
     o    The prompt  internal  reporting of any  violations  of this Code to an
          appropriate person or person identified in the Code; and
     o    Accountability  for  adherence  to the  Code.  This  Code of  Business
          Conduct and Ethics provides  guidance to you on your ethical and legal
          responsibilities.  We expect all directors and employees  worldwide to
          comply with the Code,  and the Company is committed  to taking  prompt
          and consistent action against violations of the Code. Violation of the
          standards outlined in the Code may be grounds for disciplinary  action
          up to and  including  termination  of  employment  or  other  business
          relationship.  Employees  and  directors  who are  aware of  suspected
          misconduct,  illegal activities,  fraud, abuse of the Company's assets
          or violations of the  standards  outlined in the Code are  responsible
          for reporting such matters.  Because rapid changes in our industry and
          regulatory   environment   constantly   pose  new  ethical  and  legal
          considerations,  no set of  guidelines  should be considered to be the
          absolute last word under all circumstances.  Although laws and customs
          will vary in the many  different  countries  in which we operate,  our
          basic ethical  responsibilities  are global. In some instances,  there
          may be a  conflict  between  the laws of  countries  that apply to the
          operations  of the Company.  When you encounter  such a conflict,  you
          should  consult the Company's  General  Counsel to  understand  how to
          resolve that conflict properly.

2. Basic Obligations
Under the Company's  ethical  standards,  directors and employees  share certain
responsibilities.  It is your  responsibility  to (i) become  familiar with, and
conduct  Company  business  in  compliance  with,  applicable  laws,  rules  and
regulations  and this Code;  (ii) treat all  Company  employees,  customers  and
business  partners in an honest and fair manner;  (iii) avoid  situations  where
your  personal  interests  are,  or appear to be, in  conflict  with the Company
interests;  and (iv)  safeguard and properly use the Company's  proprietary  and
confidential  information,  assets  and  resources,  as  well  as  those  of the
Company's customers and business partners. Certain of the Company's policies are
complemented  by specific  responsibilities  set forth in documents  such as the
Company   Employee   Handbook,   the   non-solicitation,   non-competition   and
confidentiality  agreement you signed with the Company,  the  Company's  Insider
Trading  Policy and the Company's  Disclosure  Policy.  Those polices  should be
separately  consulted  by the  Company  directors  and  employees  and  are  not
incorporated by reference into this Code of Business Conduct and Ethics.  Please
consult with Human  Resources  for copies of any polices that cannot be accessed
through the Human Resources intranet.

3. Raising
Concerns If you should learn of a potential or suspected  violation of the Code,
you have an obligation to promptly report the violation. You may do so orally or
in writing and, if preferred,  anonymously. You have several options for raising
concerns.

1. Raise your concerns with your manager or Chief Operating Officer;
2. Raise your concerns with your Human Resources representative;
3. Raise your concerns Chief Executive Officer,
4. If the issue or concern is related to the internal accounting controls of the
Company or any accounting or auditing  matter,  you may report it anonymously to
the Audit Committee.

4. Policy Against Retaliation
The  Company  prohibits  any  director or employee  from  retaliating  or taking
adverse  action  against  anyone for raising  suspected  conduct  violations  or
helping to resolve a conduct concern.  Any individual who has been found to have
engaged in retaliation  against a Company  director or employee for raising,  in
good faith, a conduct concern or for  participating in the investigation of such
a concern  may be subject to  discipline,  up to and  including  termination  of
employment or other business relationship. If any individual believes that he or
she has been subjected to such retaliation,  that person is encouraged to report
the situation as soon as possible to one of the people  detailed in the "Raising
Concerns" section above.

5. Conflicts of Interest
The Company should not engage
in any activity, practice or act which conflicts with the best interests of the
Company or its customers. A conflict of interest occurs when an employee places
or finds himself/herself in a position where his private interests conflict with
the best interests of the Company or have an adverse affect on the employee's
motivation or the proper performance of their job. Examples of such conflicts
could include, but are not limited to:

     o    Accepting  outside  employment  with, or accepting  personal  payments
          from,  any  organization  which does business with the Company or is a
          competitor of the Company;

     o    Accepting or giving gifts of more than modest value to or from vendors
          or clients of the Company;

     o    Competing  with the  Company  for the  purchase  or sale of  property,
          services  or  other  interests  or  taking  personal  advantage  of an
          opportunity in which the Company has an interest;

     o    Employees or immediate family members who have a financial interest in
          a firm which does business with the Company; and

     o    Having  an  interest  in a  transaction  involving  the  Company  or a
          customer,   business  partner  or  supplier  (not  including   routine
          investments in publicly traded companies).

Employees  must not  place  themselves  or  remain  in a  position  in which the
employee's private interests conflict with the interests of the Company.  If the
Company  determines that an employee's  outside work interferes with performance
or the ability to meet the  requirements  of the  Company,  as they are modified
from time to time, the employee may be asked to terminate the outside employment
if he or she wishes to remain employed by the Company.  To protect the interests
of both the employees and the Company,  any activity that involves  potential or
apparent  conflict of interest may be  undertaken  only after  disclosure to the
Company by the employee and review and approval by management.

6. `Whistle blowing'
The Company  maintains  a `Whistle  blowing'  Policy  that covers the  employees
raising concerns  retaliation  against any one raising suspected code of conduct
violations.  The `Whistle  blowing' Policy is defined in the company's  employee
handbook.

7. Confidentiality Concerning Company Affairs
It is the Company's policy that business affairs of the Company are confidential
and should not be  discussed  with anyone  outside the  organization  except for
information  that  has  already  been  made  available  to  the  public.   As  a
prerequisite  and condition of  employment,  all  employees  must sign a written
agreement confirming this obligation.

8. Competition and Fair Dealing
We seek to outperform our competition  fairly and honestly.  We seek competitive
advantages  through  superior  performance,  not  through  unethical  or illegal
business  practices.   Information  about  other  companies  and  organizations,
including  competitors,  must be gathered  using  appropriate  methods.  Illegal
practices such as  trespassing,  burglary,  misrepresentation,  wiretapping  and
stealing are prohibited. Possessing trade secrets that were obtained without the
owner's  consent,  or inducing such  disclosures by customers or past or present
employees of other  companies is prohibited.  Each employee  should  endeavor to
respect  the  rights  of,  and  deal  fairly  with,  our  customers,  suppliers,
competitors and employees.  No employee  should take unfair  advantage of anyone
through   manipulation,    concealment,   abuse   of   privileged   information,
misrepresentation of material facts, or any other unfair business practice.

9. Insider Trading
The Company  encourages  all  employees  to become  shareholders  on a long-term
investment  basis.  However,  management,  employees,  members  of the  Board of
Directors and others who are in a "special  relationship"  with the  Corporation
from time to time,  become  aware of corporate  developments  or plans which may
affect the value of the Corporation's  shares (inside  information) before these
developments  or plans are made public.  Black Out periods  occurs certain times
throughout the year and during this time,  all Company  employees are prohibited
from buying or selling  the  Company's  securities.  In order to avoid civil and
criminal  insider  trading  violations,  the Company has  established an Insider
Trading  Policy.  As a prerequisite  and condition of employment,  all employees
must sign an acknowledgment by which they agree to adhere to this policy.

10. TELECOMMUNICATIONS / RECORD KEEPING
Telecommunications  facilities such as telephone,  cellular  phones,  facsimile,
internet  and e-mail  are  Company  property.  Use of these  facilities  imposes
certain responsibilities and obligations on all employees. Usage must be ethical
and  honest  with a view  to  preservation  of and  due  respect  for  Company's
intellectual property, security systems, personal privacy, and freedom of others
from  intimidation,  harassment,  or  unwanted  annoyance.  In  order  to  avoid
violations,  the Company has established a Telecommunications Usage Policy. As a
prerequisite   and  condition  of   employment,   all  employees  must  sign  an
acknowledgment by which they agree to adhere the following policy.

11. DISCLOSURE
The  Company  is  committed  to  providing   timely,   consistent  and  credible
dissemination  of information,  consistent with  disclosure  requirements  under
applicable  securities  laws.  The  goal of our  Disclosure  Policy  is to raise
awareness of the Company's  approach to disclosure among the board of directors,
officers and employees  and those  authorized to speak on behalf of the Company.
The Disclosure Policy extends to all employees and officers of the Company,  its
Board of  Directors  and  those  authorized  to speak on its  behalf.  It covers
disclosures  in  documents  filed with the  securities  regulators  and  written
statements made in the Company's  annual and quarterly  reports,  news releases,
letter  to  shareholders,   presentations  by  senior  management,   information
contained on the  Company's  web site and other  electronic  communications.  It
extends to oral  statements  made in meetings and telephone  conversations  with
members  of  the  investment  community  (which  includes  analysts,  investors,
investment  dealers,  brokers,  investment  advisers and  investment  managers),
interviews  with the  media  as well as  speeches  and  conference  calls.  As a
prerequisite   and  condition  of   employment,   all  employees  must  sign  an
acknowledgment  by which they agree to adhere to this policy,  which is provided
to the new hire prior to his/her start date.

12. ACCURACY AND COMPANY RECORDS
As a public company,  we are required to record and publicly report all internal
and external  financial  records in compliance with Canadian and U.S.  Generally
Accepted  Accounting  Principles  (GAAP).  Therefore,  you are  responsible  for
ensuring the accuracy of all books and records within your control and complying
with all Company policies and internal controls. All Company information must be
reported accurately,  whether in internal personnel, safety, or other records or
in information we release to the public or file with government agencies.

13.FINANCIAL REPORTING & DISCLOSURES
As a public company, we are required to file periodic and other reports with the
Securities  Commissions  and  to  make  certain  public  communications.  We are
required  by  the  Securities  Commissions  to  maintain  effective  "disclosure
controls and  procedures"  so that  financial and  non-financial  information is
reported timely and accurately both to our senior  management and in the filings
we make.  You are  expected,  within  the scope of your  employment  duties,  to
support the effectiveness of our disclosure controls and procedures.

14. COMPLIANCE WITH ALL LAWS, RULES & REGULATIONS
The Company is committed to compliance with all laws,  rules,  and  regulations,
including  laws and  regulations  applicable  to the  Company's  securities  and
trading in such securities,  as well as any rules promulgated by any exchange on
which the Company's shares are listed.

15. CUSTOMERS & BUSINESS PARTNERS
We strive  to  achieve  satisfied  customers  who will be  repeat  buyers of our
products and services and to building mutually  advantageous  alliances with our
business partners.  Our long-term  reputation and business viability depend upon
our  continued  maintenance  of the high quality of the products and services we
provide.  We are committed to delivering products that perform as documented and
as  represented  to the customer.  Our policy is to build lasting  relationships
with our customers and business partners through superior delivery and execution
and honest sales and marketing.  We will comply with applicable advertising laws
and standards, including a commitment that our advertising and marketing will be
truthful,  non-deceptive,  and fair and will be backed up with  evidence  before
advertising claims are made. Our policy also prohibits making false or deceptive
statements  about our  competitors  and giving or accepting  kickbacks,  bribes,
inappropriate  gifts and other matters prohibited under the conflict of interest
topic in this Code.  16.  HEALTH & SAFTY The Company is  committed to making the
work  environment  safe,  secure and healthy for its employees  and others.  The
Company complies with all applicable laws and regulations relating to safety and
health in the  workplace.  We expect  each of you to promote a positive  working
environment  for all.  You are  expected  to consult and comply with all Company
rules regarding  workplace conduct and safety. You should immediately report any
unsafe or hazardous conditions or materials,  injuries,  and accidents connected
with our business and any activity  that  compromises  Company  security to your
supervisor.  You must not work under the influence of any substances  that would
impair the safety of others. 17. RESPECT FOR EMPLOYEES The Company's  employment
decisions  will  be  based  on  reasons  related  to our  business,  such as job
performance,  individual skills and talents, and other business/related factors.
The Company  policy  requires  adherence to all  national,  state or other local
employment  laws. In addition to any other  requirements of applicable laws in a
particular  jurisdiction,  the Company policy  prohibits  discrimination  in any
aspect of employment  based on race,  color,  religion,  sex,  national  origin,
disability or age, within the meaning of applicable  laws.  Abusive or Harassing
Conduct Prohibited. The Company policy prohibits abusive or harassing conduct by
our employees toward others,  such as unwelcome sexual advances,  comments based
on ethnicity,  religion or race,  or other  non-business,  personal  comments or
conduct that make others uncomfortable in their employment with us. We encourage
and expect you to report harassment or other inappropriate conduct as soon as it
occurs. 18. PRIVACY The Company, and companies and individuals authorized by the
Company,  collect  and  maintain  personal  information  that  relates  to  your
employment, including compensation, medical and benefit information. The Company
follows  procedures to protect  information  wherever it is stored or processed,
and access to your personal information is restricted. Your personal information
will only be  released  to outside  parties  in  accordance  with the  Company's
policies  and  applicable  legal  requirements.  Employees  who have  access  to
personal  information must ensure that personal  information is not disclosed in
violation of the Company's policies or practices. 19. WAIVERS & AMMENDMENTS Only
the Board of Directors may waive  application  of or amend any provision of this
Code. A request for such a waiver should be submitted in writing to the Board of
Directors,  Attention: Chairman of the board for its consideration.  The Company
will promptly  disclose to investors all substantive  amendments to the Code, as
well as all waivers of the Code granted to  directors or officers in  accordance
with  applicable  laws and  regulations.  20. NO RIGHTS  CREATED  This Code is a
statement of the  fundamental  principles and key policies and  procedures  that
govern the conduct of our  business.  It is not intended to and does not, in any
way, constitute an employment  contract or an assurance of continued  employment
or create any rights in any employee,  director,  client, supplier,  competitor,
stockholder or any other person or entity.