Exhibit 14
Form 10-KSB
Viking Systems, Inc.
File No. 000-49636

                       CODE OF ETHICS AND BUSINESS CONDUCT
                   FOR OFFICERS, DIRECTORS AND EMPLOYEES OF
                              VIKING SYSTEMS, INC.


1.  Treat  in an  Ethical  Manner  Those to Whom  Viking  Systems,  Inc.  Has an
Obligation

     We are committed to honesty,  just management,  fairness,  providing a safe
and healthy  environment  free from the fear of retribution,  and respecting the
dignity due everyone.

     For the  communities  in which we live and work we are committed to observe
sound  environmental  business practices and to act as concerned and responsible
neighbors, reflecting all aspects of good citizenship.

     For our shareholders we are committed to pursuing sound growth and earnings
objectives and to exercising prudence in the use of our assets and resources.

     For our suppliers and partners we are committed to fair competition and the
sense of responsibility required of a good customer and teammate.

2.  Promote a Positive Work Environment

     All  employees  want and  deserve a  workplace  where they feel  respected,
satisfied, and appreciated.  We respect cultural diversity and will not tolerate
harassment or  discrimination  of any kind -- especially  involving race, color,
religion,  gender,  age,  national  origin,  disability,  and veteran or marital
status.

     Providing an environment that supports honesty, integrity,  respect, trust,
Responsibility, and citizenship permits us the opportunity to achieve excellence
in our workplace.  While  everyone who works for the Company must  contribute to
the  creation  and  maintenance  of  such an  environment,  our  executives  and
management  personnel  assume  special   responsibility  for  fostering  a  work
environment  that is free from the fear of  retribution  and will  bring out the
best in all of us.  Supervisors  must be careful  in words and  conduct to avoid
placing, or seeming to place,  pressure on subordinates that could cause them to
deviate from acceptable ethical behavior.

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3. Protect Yourself, Your Fellow Employees, and the World We Live In

     We  are  committed  to  providing  a  drug-free,   safe  and  healthy  work
environment,  and to observing environmentally sound business practices. We will
strive, at a minimum, to do no harm and where possible,  to make the communities
in  which  we  work a  better  place  to  live.  Each of us is  responsible  for
compliance with environmental, health and safety laws and regulations.

4. Keep Accurate and Complete Records

     We must  maintain  accurate  and  complete  Company  records.  Transactions
between the Company and outside  individuals and organizations  must be promptly
and  accurately  entered  in our books in  accordance  with  generally  accepted
accounting practices and principles.  No one should rationalize or even consider
misrepresenting  facts or falsifying  records. It will not be tolerated and will
result in disciplinary action.

5. Obey the Law

     We will conduct our business in  accordance  with all  applicable  laws and
regulations.  Compliance  with the law  does not  comprise  our  entire  ethical
responsibility.  Rather,  it is a minimum,  absolutely  essential  condition for
performance of our duties. In conducting business, we shall:

          A.  Strictly  Adhere to All  Antitrust  Laws.  Officer,  directors and
     employees must strictly  adhere to all antitrust  laws.  Such laws exist in
     the United States and in many other countries where the Company may conduct
     business. These laws prohibit practices in restraint of trade such as price
     fixing  and  boycotting  suppliers  or  customers.  They  also bar  pricing
     intended to run a competitor out of business; disparaging, misrepresenting,
     or harassing a competitor; stealing trade secrets; bribery; and kickbacks.

          B. Strictly Comply With All Securities Laws. In our role as a publicly
     owned company, we must always be alert to and comply with the security laws
     and regulations of the United States and other countries.

               I. Do Not Engage In Speculative Or Insider  Trading.  Federal law
          and  Company  policy  prohibits  officers,  directors  and  employees,
          directly  or  indirectly  through  their  families  or  others,   from
          purchasing  or  selling  company  stock  while  in the  possession  of
          material,  non-public  information  concerning the Company.  This same
          prohibition  applies to trading  in the stock of other  publicly  held
          companies on the basis of material,  non-public information.  To avoid
          even the  appearance of  impropriety,  Company  policy also  prohibits
          officers,  directors  and employees  from trading  options on the open
          market in Company stock under any circumstances.

               Material,  non-public  information is any information  that could
          reasonably be expected to affect the price of a stock.  If an officer,

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          director or employee is considering  buying or selling a stock because
          of inside  information  they  possess,  they  should  assume that such
          information  is  material.  It is  also  important  for  the  officer,
          director  or  employee  to keep in mind  that if any  trade  they make
          becomes the subject of an investigation  by the government,  the trade
          will  be  viewed   after-the-fact   with  the  benefit  of  hindsight.
          Consequently,   officers,   directors  and  employees   should  always
          carefully consider how their trades would look from this perspective.

               Two simple rules can help protect you in this area: (1) Don't use
          non-public  information  for personal  gain. (2) Don't pass along such
          information  to someone  else who has no need to know.  This  guidance
          also  applies  to the  securities  of other  companies  for  which you
          receive information in the course of your employment at Viking.

               II. Be Timely And  Accurate  In All Public  Reports.  As a public
          company,  Viking must be fair and  accurate in all reports  filed with
          the  United  States  Securities  and  Exchange  Commission.  Officers,
          directors and management of Viking are  responsible  for ensuring that
          all reports are filed in a timely manner and that they fairly  present
          the  financial   condition  and  operating  results  of  the  Company.
          Securities  laws are  vigorously  enforced.  Violations  may result in
          severe  penalties  including forced sales of parts of the business and
          significant  fines  against the  Company.  There may also be sanctions
          against individual  employees  including  substantial fines and prison
          sentences.

               The Chief  Executive  Officer and Chief  Financial  Officer  will
          certify to the  accuracy of reports  filed with the SEC in  accordance
          with  the  Sarbanes-Oxley  Act of 2002.  Officers  and  Directors  who
          knowingly or  willingly  make false  certifications  may be subject to
          criminal penalties or sanctions including fines and imprisonment.

6. Avoid Conflicts of Interest

     Our  officers,  directors  and  employees  have an obligation to give their
complete  loyalty to the best  interests of the  Company.  They should avoid any
action that may involve,  or may appear to involve,  a conflict of interest with
the company. Officers,  directors and employees should not have any financial or
other business relationships with suppliers, customers or competitors that might
impair, or even appear to impair, the independence of any judgment they may need
to make on behalf of the  Company.  Here are some ways a  conflict  of  interest
could arise:

     o    Employment by a competitor, or potential competitor, regardless of the
          nature of the employment, while employed by Viking;

     o    Acceptance  of gifts,  payment,  or services  from those seeking to do
          business with Viking;

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     o    Placement of business  with a firm owned or  controlled by an officer,
          director or employee or his/her family;

     o    Ownership  of,  or  substantial  interest  in,  a  company  that  is a
          competitor, client or supplier;

     o    Acting as a consultant to a Viking customer, client or supplier; and

     o    Seeking the  services or advice of an  accountant  or attorney who has
          provided services to Viking.

     Officers,  directors  and  employees  are under a continuing  obligation to
disclose any situation that presents the  possibility of a conflict or disparity
of  interest  between  the  officer,  director  or  employee  and  the  Company.
Disclosure of any potential  conflict is the key to remaining in full compliance
with this policy.

7. Compete Ethically and Fairly For Business Opportunities

     We  must  comply  with  the  laws  and  regulations  that  pertain  to  the
acquisition of goods and services.  We will compete fairly and ethically for all
business  opportunities.  In circumstances where there is reason to believe that
the release or receipt of non-public information is unauthorized, do not attempt
to obtain and do not accept such information from any source.

     If you are involved in Company  transactions,  you must be certain that all
statements, communications, and representations are accurate and truthful.

8. Avoid Illegal and Questionable Gifts or Favors

     The sale and  marketing of our products and services  should always be free
from even the perception that favorable treatment was sought, received, or given
in exchange  for the  furnishing  or receipt of business  courtesies.  Officers,
directors  and  employees  of  Viking  will  neither  give nor  accept  business
courtesies that  constitute,  or could be reasonably  perceived as constituting,
unfair business inducements or that would violate law, regulation or policies of
the  Company,  or could  cause  embarrassment  to or reflect  negatively  on the
Company's reputation.

9. Maintain the Integrity of Consultants, Agents, and Representatives

     Business  integrity is a key standard for the  selection  and  retention of
those who represent Viking. Agents, representatives and consultants must certify
their willingness to comply with the Company's  policies and procedures and must
never be retained to  circumvent  our values and  principles.  Paying  bribes or
kickbacks, engaging in industrial espionage, obtaining the proprietary data of a
third party without  authority,  or gaining inside  information or influence are
just a few examples of what could give us an unfair  competitive  advantage  and
could result in violations of law.

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10. Protect Proprietary Information

     Proprietary  Company  information  may not be disclosed  to anyone  without
proper  authorization.  Keep proprietary  documents protected and secure. In the
course of normal business activities,  suppliers,  customers and competitors may
sometimes  divulge to you  information  that is proprietary  to their  business.
Respect these confidences.

11. Obtain and Use Company Assets Wisely

     Personal  use  of  Company  property  must  always  be in  accordance  with
corporate  policy.  Proper  use  of  Company  property,  information  resources,
material,  facilities  and  equipment is your  responsibility.  Use and maintain
these assets with the utmost care and respect, guarding against waste and abuse,
and never borrow or remove Company property without management's permission.

12. Follow  the  Law  and Use  Common  Sense  in  Political  Contributions  and
Activities

     The Company  encourages  its employees to become  involved in civic affairs
and to participate in the political process. Employees must understand, however,
that their  involvement  and  participation  must be on an individual  basis, on
their own time and at their own  expense.  In the  United  States,  federal  law
prohibits  corporations  from  donating  corporate  funds,  goods,  or services,
directly or  indirectly,  to  candidates  for federal  offices -- this  includes
employees' work time. Local and state laws also govern  political  contributions
and activities as they apply to their respective jurisdictions.

13. Board Committees.

     The Company shall  establish an Audit  Committee  empowered to enforce this
Code of Ethics.  The Audit  Committee  will report to the Board of  Directors at
least once each year regarding the general  effectiveness  of the Company's Code
of Ethics,  the Company's  controls and reporting  procedures  and the Company's
business conduct.

14. Disciplinary Measures.

     The Company  shall  consistently  enforce  its Code of Ethics and  Business
Conduct through appropriate means of discipline. Violations of the Code shall be
promptly reported to the Audit Committee or, if there is no Audit Committee,  to
the  Board of  Directors.  Pursuant  to  procedures  adopted  by it,  the  Audit
Committee shall determine  whether  violations of the Code have occurred and, if
so, shall determine the  disciplinary  measures to be taken against any employee
or agent of the Company who has so violated the Code. The disciplinary measures,
which may be invoked at the discretion of the Audit Committee,  include, but are
not limited to, counseling, oral or written reprimands,  warnings,  probation or
suspension  without  pay,  demotions,   reductions  in  salary,  termination  of
employment and restitution.

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     Persons subject to disciplinary  measures shall include, in addition to the
violator,  others involved in the wrongdoing such as (i) persons who fail to use
reasonable care to detect a violation,  (ii) persons who if requested to divulge
information  withhold  material  information  regarding a  violation,  and (iii)
supervisors  who  approve  or condone  the  violations  or attempt to  retaliate
against employees or agents for reporting violations or violators.

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