**Exhibit
      14**











**Viper
      Networks, Inc.**























**CODE
                OF BUSINESS CONDUCT AND
                ETHICS**


























THIS
      CODE OF BUSINESS CONDUCT AND ETHICS IS ADOPTED AS A REQUIREMENT FOR EMPLOYMENT
      WITH VIPER NETWORKS, INCORPORATED FOR ANY AND ALL DIRECTORS, OFFICERS, AND
      EMPLOYEES OF THE COMPANY AND OF ANY AND ALL SUBSIDIARIES OF THE
      COMPANY.














_________________________________


F arid
      Shouekani


President
      &


Chief
      Executive Officer








________________________________


D ate
      Adopted








**CODE
          OF ETHICS AND CONDUCT**


This
      Code of Business Conduct and Ethics, or the Code, is designed to deter
      wrongdoing and to promote:


·
              Honest
                  and ethical conduct, including the ethical handling of actual or
                  apparent
                  conflicts of interest between personal and professional
                  relationships;
 ·
              Full,
                  fair, accurate, timely and understandable disclosure in reports
                  and
                  documents we provide to our customers, employees, investors, and
                  in our
                  other public communications;
 ·
              Compliance
                  with applicable laws, rules and
                  regulations;
 ·
              Prompt
                  internal reporting of violations of this Code;
                  and
 ·
              Accountability
                  for adherence to this
                  Code.





This
      Code applies to all directors, officers and employees of the company and its
      subsidiaries, who, unless otherwise specified, will be referred to jointly
      as
      employees. Agents and contractors of the company are also expected to read,
      understand and abide by this Code.





This
      Code should help guide your conduct in the course of our business. However,
      many
      of the principles described in this Code are general in nature, and the Code
      does not cover every situation that may arise. Use common sense and good
      judgment in applying this Code. If you have any questions about applying the
      Code, it is your responsibility to seek guidance.





This
      Code is not the exclusive source of guidance and information regarding the
      conduct of our business. You should consult applicable policies and procedures
      in specific areas as they apply. The Code is intended to supplement, not
      replace, the employee handbook and the other policies and procedures of the
      company.





We
      are
      committed to continuously reviewing and updating our policies and procedures.
      The company therefore reserves the right to amend, alter or terminate this
      Code
      at any time and for any reason, subject to applicable law.





You
      are
      expected to read and understand this Code of Business Conduct and
      Ethics.


·
              You
                  must uphold these standards in day-to-day activities and comply
                  with all
                  applicable policies and procedures in the
                  Code.
 ·
              Part
                  of your job and ethical responsibility is to help enforce this
                  Code.
 ·
              You
                  should be alert to possible violations and promptly report violations
                  or
                  suspected violations of this Code to your supervisor, the Chief
                  Financial
                  Officer, General Counsel or the Manager of Human Resources. If
                  your
                  situation requires that your identity be kept secret, your anonymity
                  will
                  be preserved to the greatest extent reasonably possible. If you
                  wish to
                  remain anonymous, send a letter addressed to the Chief Financial
                  Officer,
                  General Counsel or the Manager of Human Resources at Viper Networks,
                  Inc.
                  10373 Roselle Street, Ste. 170, San Diego California 92121. I f
                  you make
                  an anonymous report, please provide as much detail as possible,
                  including
                  copies of any documents that you believe may be relevant to the
                  issue.
 ·
              If
                  your concerns relate to accounting, internal controls or auditing
                  matters,
                  or if the Human Resources Department is implicated in any violation
                  or
                  suspected violation, you may also contact the Audit Committee of
                  the Board
                  of Directors at Audit Committee, Viper Networks, Inc., 10373 Roselle
                  Street, Ste. 170, San Diego California
                  92121.
 ·
              You
                  must cooperate with investigations into possible Code violations
                  and be
                  truthful and forthcoming in the course of these
                  investigations.
 ·
              Reprisals,
                  threats, retribution or retaliation against any person who has
                  in good
                  faith reported a violation or a suspected violation of law, this
                  Code or
                  other company policies, or against any person who is assisting
                  in good
                  faith in any investigation or process with respect to such a violation,
                  is
                  prohibited.
 ·
              In
                  trying to determine whether any given action is appropriate, keep
                  these
                  steps in mind:


o  Obtain
      all relevant facts.


o  Assess
      the responsibilities and roles of those involved.


o
            Using
                your judgment and common sense, evaluate whether the action seems
                unethical or improper.


o
            Seek
                guidance.


February
          20, 2006
 Page
          2 of
          13
 **CODE
          OF ETHICS AND CONDUCT**


If
      you
      are unsure about any situation or any provision of the Code, discuss the matter
      with your manager or responsible employees in the Human Resources Department
      or
      with the Chief Financial Officer or General Counsel.








**GENERAL
      STANDARDS OF CONDUCT**





***Overview***


Honest
      and ethical conduct is critical to our business. All employees, agents and
      contractors have a duty to comply with applicable laws, rules and regulations,
      including actual or apparent conflicts of interest between personal and
      professional relationships, and to act in an honest and ethical
      manner.





***Compliance
      with law***


You
      are
      responsible for complying with all laws, rules, regulations and regulatory
      orders applicable to the conduct of our business. If you are located or engaging
      in business outside of the United States, you must comply with laws, rules,
      regulations and regulatory orders of the United States, including the Foreign
      Corrupt Practices Act and U.S. export rules and regulations, in addition to
      the
      applicable laws of other jurisdictions. If compliance with the Code should
      ever
      conflict with law, you must comply with the law.





You
      should undertake to acquire knowledge of the legal requirements relating to
      your
      duties sufficient to enable you to recognize potential dangers and to know
      when
      to seek advice from managers or other appropriate personnel.





Violations
      of laws, rules, regulations and orders may subject you to individual criminal
      or
      civil liability, in addition to discipline by the company. Violations may also
      subject the company to civil or criminal liability or the loss of
      business.





***No
      discrimination or harassment***


The
      company is committed to providing a work environment that is free of
      discrimination and harassment. The company is an equal opportunity employer
      and
      makes employment decisions on the basis of merit and business needs. In
      addition, the company strictly prohibits harassment of any kind, including
      harassment on the basis of race, color, veteran status, religion, gender, sex,
      sexual orientation, age, mental or physical disability, medical condition,
      national origin, marital status or any other characteristics protected under
      federal or state law or local ordinance.





***Health
      and safety***


You
      are
      responsible for using good judgment to help ensure a safe and healthy workplace
      for all employees.








**AVOIDING
      CONFLICTS OF INTERESTS**





***Overview***


Your
      decisions and actions in the course of your employment with the company should
      be based on the best interest of the company, and not based on personal
      relationships or benefits. You should seek to avoid situations where your
      personal activities and relationships conflict, or appear to conflict, with
      the
      interests of the company, except under guidelines approved by the Board of
      Directors. This includes situations where you may have or appear to have an
      indirect conflict through, for example, a significant other or a relative or
      other persons or entities with which you have a relationship. A conflict may
      also arise when you take actions or have interests that make it difficult for
      you to perform your work for the company objectively and effectively. You must
      disclose to your manager, or if you are an officer or director of the Company,
      to the Audit Committee of the Board of Directors, any interest that you have
      that may, or may appear to, conflict with the interests of the
      company.





There
      are a variety of situations in which a conflict of interest may arise. While
      it
      would be impractical to attempt to list all possible situations, some common
      types of conflicts are discussed below.





February
          20, 2006
 Page
          3 of
          13
 **CODE
          OF ETHICS AND CONDUCT**


***Outside
      employment and directorships***


Unless
      you are a non-employee director of the company, you may not perform services
      as
      a director, employee, agent or contractor for a customer, a supplier or any
      other entity that has a business relationship with the company without first
      obtaining written approval from the company’s Audit Committee, Chief Financial
      Officer or General Counsel. Non-employee directors of the company must promptly
      inform the company’s Audit Committee, Chief Financial Officer or General Counsel
      of any such service. You may not perform services as a director, employee,
      agent
      or contractor for any competitor of the company.





***Financial
      interests in other companies***


You
      should not have a financial interest, including an indirect interest through,
      for example, a relative or significant other, in any organization without first
      obtaining written approval from the company’s Audit Committee, Chief Financial
      Officer or General Counsel if that interest would give you or would appear
      to
      give you a conflict of interest with the company. You should be particularly
      sensitive to financial interests in competitors, suppliers, customers,
      distributors and strategic partners.





***Transactions
      with related parties***


If
      you
      have a significant financial interest in a transaction between the company
      and a
      third party, including an indirect interest through, for example, a relative
      or
      significant other, you must disclose that interest, and that interest must
      be
      approved by the company’s Audit Committee, Chief Financial Officer or General
      Counsel. We encourage you to seek guidance if you have any questions as to
      whether an interest in a transaction is significant. If it is determined that
      the transaction is required to be reported under federal or state law, the
      transaction will be subject to review and approval by the company’s Audit
      Committee. Any dealings with a related party must be conducted in such a way
      that no preferential treatment is given to this business.





***Corporate
      opportunities***


You
      may
      not directly or indirectly exploit for personal gain any opportunities that
      are
      discovered through the use of corporate property, information or position unless
      the opportunity is disclosed fully in writing to the Board of Directors or
      its
      designated committee and the Board of Directors or its designated committee
      declines to pursue the opportunity.





***Loans
      by the company***


Loans
      from the company to directors and executive officers are prohibited. Loans
      from
      the company to other officers and employees must be approved in advance by
      the
      Board of Directors or its designated committee.





***Improper
      benefits***


You
      may
      not receive any improper benefit as a result of your position with the
      company.





***Election
      or appointment to public office***


You
      may
      serve in an elected or appointed public office provided that the position does
      not create or appear to create a conflict of interest.





***Guidance
      and approvals***


Evaluating
      whether a conflict of interest exists, or may appear to exist, requires the
      consideration of many factors. We encourage you to seek guidance and approval
      in
      any case where you have any questions or doubts. The company may at any time
      rescind prior approvals to avoid a conflict of interest, or the appearance
      of a
      conflict of interest, for any reason deemed to be in the best interests of
      the
      company.








**PUBLIC
      COMMUNICATIONS**





***Public
      communications and filings***


The
      company files reports and other documents with regulatory authorities. In
      addition, from time to time the company makes other public communications,
      such
      as issuing press releases.





Depending
      upon your position with the company, you may be called upon to provide
      information to help assure that the company’s public reports and communications
      are complete, fair, accurate and


February
          20, 2006
 Page
          4 of
          13
 **CODE
          OF ETHICS AND CONDUCT**


understandable.
      You are expected to use all reasonable efforts to provide complete, accurate,
      objective, relevant, timely and understandable answers to inquiries related
      to
      the company’s public disclosures.





Individuals
      involved in the preparation of public reports and communications must use all
      reasonable efforts to comply with our disclosure controls and procedures, which
      are designed to ensure full, fair, accurate, timely and understandable
      disclosure in our public reports and communications.





If
      you
      believe that any disclosure is materially misleading or if you become aware
      of
      any material information that you believe should be disclosed to the public,
      it
      is your responsibility to bring this information to the attention of the Chief
      Financial Officer or General Counsel. If you believe that questionable
      accounting or auditing conduct or practices have occurred or are occurring,
      you
      should notify the Audit Committee of the Board of Directors.





***Communication
      procedures***


You
      may
      not communicate externally on behalf of the company unless you are authorized
      to
      do so. The company has established specific policies regarding who may
      communicate information to the public, the press, market professionals (such
      as
      securities analysts, institutional investors, investment advisors, brokers
      and
      dealers) and security holders on behalf of the company. Our President, Chief
      Financial Officer, and General Counsel, and their authorized designees, are
      our
      official spokespeople for financial matters, public comment, press, marketing,
      technical and other such information.





You
      should refer all calls or other inquiries from the press, market professionals
      or security holders to the Chief Financial Officer or General Counsel, who
      will
      see that the inquiry is directed to the appropriate persons within the
      company.





All
      communications made to public audiences on behalf of the company, including
      formal communications and presentations made to investors, customers or the
      press, require prior approval of the Chief Financial Officer or General
      Counsel.




















**FINANCIAL
      REPORTING**





***Overview***


We
      are
      required to follow strict accounting principles and standards, to report
      financial information accurately and completely in accordance with these
      principles and standards, and to have appropriate internal controls and
      procedures to ensure that our accounting and financial reporting complies with
      law. The integrity of our financial transactions and records is critical to
      the
      operation of our business and is a key factor in maintaining the confidence
      and
      trust of our employees, security holders and other stakeholders.





***Compliance
      with rules, controls and procedures***


It
      is
      important that all transactions are properly recorded, classified and summarized
      in our financial statements, books and records in accordance with our policies,
      controls and procedures, as well as all generally accepted accounting
      principles, standards, laws, rules and regulations for accounting and financial
      reporting. If you have responsibility for or any involvement in financial
      reporting or accounting, you should have an appropriate understanding of, and
      you should seek in good faith to adhere to, relevant accounting and financial
      reporting principles, standards, laws, rules and regulations and the company’s
      financial and accounting policies, controls and procedures. If you are a senior
      officer, you should seek to ensure that the internal controls and procedures
      in
      your business area are in place, understood and followed.





***Accuracy
      of records and reports***


It
      is
      important that those who rely on records and reports - managers and other
      decision makers, creditors, customers and auditors - have complete, accurate
      and
      timely information. False, misleading or incomplete information undermines
      the
      company’s ability to make good decisions about resources, employees
      and


February
          20, 2006
 Page
          5 of
          13
 **CODE
          OF ETHICS AND CONDUCT**


programs
      and may, in some cases, result in violations of law. Anyone involved in
      preparing financial or accounting records or reports, including financial
      statements and schedules, must be diligent in assuring that those records and
      reports are complete, accurate and timely. Anyone representing or certifying
      as
      to the accuracy of such records and reports should make an inquiry or review
      adequate to establish a good faith belief in their accuracy.





Even
      if
      you are not directly involved in financial reporting or accounting, you are
      likely involved with financial records or reports of some kind - a voucher,
      time
      sheet, invoice or expense report. In addition, most employees have involvement
      with product, marketing or administrative activities, or performance
      evaluations, which can affect our reported financial condition or results.
      Therefore, the company expects you, regardless of whether you are otherwise
      required to be familiar with finance or accounting matters, to use all
      reasonable efforts to ensure that every business record or report with which
      you
      deal is accurate, complete and reliable.





***Intentional
      misconduct***


You
      may
      not intentionally misrepresent the company’s financial performance or otherwise
      intentionally compromise the integrity of the company’s reports, records,
      policies and procedures. For example, you may not:





·
            Report
                information or enter information in the company’s books, records or
                reports that fraudulently or intentionally hides, misrepresents or
                disguises the true nature of any financial or non-financial transaction
                or
                result;


·
            Establish
                any undisclosed or unrecorded fund, account, asset or liability for
                any
                improper purpose;


·
            Enter
                into any transaction or agreement that accelerates, postpones or
                otherwise
                manipulates the accurate and timely recording of revenues or
                expenses;


·
            Intentionally
                misclassify transactions as to accounts, business units or accounting
                periods; or


·
            Knowingly
                assist others in any of the above.








***Dealing
      with auditors***


Our
      auditors have a duty to review our records in a fair and accurate manner. You
      are expected to cooperate with independent and internal auditors in good faith
      and in accordance with law. In addition, you must not fraudulently induce or
      influence, coerce, manipulate or mislead our independent or internal auditors
      regarding financial records, processes, controls or procedures or other matters
      relevant to their engagement. You may not engage, directly or indirectly, any
      outside auditors to perform any audit, audit-related, tax or other services,
      including consulting, without written approval from the Chief Financial Officer
      and the Audit Committee of the Board of Directors.





***Obligation
      to investigate and report potential violations***


You
      should make appropriate inquiries in the event you may see, for
      example:





·
            Financial
                results that seem inconsistent with underlying business
                performance;


·
            Inaccurate
                financial records, including travel and expense reports, time sheets
                or
                invoices;


·
            The
                circumventing of mandated review and approval
                procedures;


·
            Transactions
                that appear inconsistent with good business
                economics;


·
            The
                absence or weakness of processes or controls;
                or


·
            Persons
                within the company seeking to improperly influence the work of our
                financial or accounting personnel, or our external or internal
                auditors.








Dishonest
      or inaccurate reporting can lead to civil or even criminal liability for you
      and
      the company and can lead to a loss of public faith in the company. You are
      required to promptly report any case of suspected financial or operational
      misrepresentation or impropriety.


February
          20, 2006
 Page
          6 of
          13
 **CODE
          OF ETHICS AND CONDUCT**


***Keeping
      the Audit Committee informed***


The
      Audit Committee of the Board of Directors plays an important role in ensuring
      the integrity of our reports. If you believe that questionable accounting or
      auditing conduct or practices have occurred or are occurring, you should notify
      the Audit Committee of the Board of Directors. In particular, the Chief
      Executive Officer and senior financial officers such as the Chief Financial
      Officer should promptly bring to the attention of the Audit Committee of the
      Board of Directors any information of which he or she may become aware
      concerning, for example:





·
            The
                accuracy of material disclosures made by the company in its public
                filings;


·
            Significant
                deficiencies in the design or operation of internal controls or procedures
                that could adversely affect the company’s ability to record, process,
                summarize or report financial data;


·
            Any
                evidence of fraud that involves an employee who has a significant
                role in
                the company’s financial reporting, disclosures or internal controls or
                procedures; or


·
            Any
                evidence of a material violation of the policies in this Code regarding
                financial reporting.


·








**SAFEGUARDING
      COMPANY ASSETS**





***Overview***


All
      employees, agents and contractors are responsible for the proper use of company
      assets. This responsibility applies to all of the company’s assets, including
      your time, work and work product; cash and accounts; physical assets such as
      inventory, equipment, vehicles, computers, systems, facilities and supplies;
      intellectual property, such as patents, copyrights, trademarks and trade
      secrets; and other proprietary or nonpublic information.








·
            You
                should use all reasonable efforts to safeguard company assets against
                loss, damage, misuse or theft.


·
            You
                should be alert to situations that could lead to loss, damage, misuse
                or
                theft of company assets, and should report any loss, damage, misuse
                or
                theft as soon as it comes to your
                attention.


·
            You
                should not use, transfer, misappropriate, loan, sell or donate company
                assets without appropriate
                authorization.


·
            You
                must take reasonable steps to ensure that the company receives good
                value
                for company funds spent.


·
            You
                may not use company assets in a manner that would result in or facilitate
                the violation of law.


·
            You
                should use and safeguard assets entrusted to the company’s custody by
                customers, suppliers and others in the same manner as company
                assets.

















***Protecting
      the company’s information***


In
      the
      course of your involvement with the company, you may come into possession of
      information that has not been disclosed or made available to the general public.
      This nonpublic information may include, among other things:





·
            Financial
                data and projections;


·
            Proprietary
                and technical information, such as trade secrets, patents, inventions,
                product plans and customer
                lists;


February
          20, 2006
 Page
          7 of
          13
 **CODE
          OF ETHICS AND CONDUCT**


·
            Information
                regarding corporate developments, such as business strategies, plans
                for
                acquisitions or other business combinations, divestitures, major
                contracts, expansion plans, financing transactions and management
                changes;


·
            Personal
                information about employees; and


·
            Nonpublic
                information of customers, suppliers and
                others.








If
      you
      have any questions as to what constitutes nonpublic information, please consult
      the Chief Financial Officer or General Counsel.





All
      nonpublic information must only be used for company business purposes. You
      have
      an obligation to use all reasonable efforts to safeguard the company’s nonpublic
      information. You may not disclose nonpublic information to anyone outside of
      the
      company, except when disclosure is required by law or when disclosure is
      required for business purposes and appropriate steps have been taken to prevent
      misuse of that information. This responsibility includes not disclosing
      nonpublic information in Internet discussion groups, chat rooms, bulletin boards
      or other electronic media. In cases where disclosing nonpublic information
      is
      required or necessary, you should coordinate with the Chief Financial Officer
      or
      General Counsel. The misuse of nonpublic information is contrary to company
      policy and may also be a violation of law.





Each
      employee is required to sign a Confidential Information, Invention Assignment,
      and Arbitration Agreement that addresses the use and disclosure of confidential
      information of the company.





***Maintaining
      and managing records***


The
      company is required by local, state, federal, foreign and other applicable
      laws,
      rules and regulations to retain certain records and to follow specific
      guidelines in managing its records. Records include paper documents, email,
      compact discs, computer hard drives, floppy disks, microfiche, microfilm and
      all
      other recorded information, regardless of medium or characteristics. Civil
      and
      criminal penalties for failure to comply with such guidelines can be severe
      for
      employees, agents, contractors and the company.





You
      should consult with the Chief Financial Officer or General Counsel regarding
      the
      retention of records in the case of actual or threatened litigation or
      government investigation. The Chief Financial Officer or General Counsel will
      notify you if a legal hold is placed on records for which you are responsible.
      A
      legal hold suspends all document destruction procedures in order to preserve
      appropriate records under special circumstances, such as litigation or
      government investigations. The Chief Financial Officer or General Counsel
      determines and identifies what types of records or documents are required to
      be
      placed under a legal hold. If a legal hold is placed on records for which you
      are responsible, you must preserve and protect the necessary records in
      accordance with instructions from the Chief Financial Officer or General
      Counsel. Records or supporting documents that are subject to a legal hold must
      not be destroyed, altered or modified under any circumstance. A legal hold
      remains effective until it is officially released in writing by the Chief
      Financial Officer or General Counsel. If you are unsure whether a document
      has
      been placed under a legal hold, you should preserve and protect that document
      while you check with the Chief Financial Officer or General
      Counsel.








**RESPONSIBILITIES
      TO OUR CUSTOMERS, SUPPLIERS AND COMPETITORS**





***Overview***


You
      should respect the rights of, and deal fairly with, the company’s customers,
      suppliers, business partners and competitors in compliance with law. You should
      not take unfair advantage of anyone through deception, misrepresentation,
      manipulation, coercion, abuse of privileged information or any intentional
      unfair business practice.





***Improper
      payments***


You
      should not authorize, offer, promise or give, or solicit or accept, money,
      gifts, entertainment, privileges, gratuities, benefits or other items of value
      intended to improperly influence, directly or indirectly, any business decision
      or that otherwise violate law or create the appearance of impropriety. You
      should contact the Chief Financial Officer or General Counsel if you have any
      questions as to whether a payment is proper.


February
          20, 2006
 Page
          8 of
          13
 **CODE
          OF ETHICS AND CONDUCT**





***Gifts
      and entertainment***


You
      may, from time to time, provide or accept business amenities to aid in building
      legitimate business relationships. Business amenities may include gifts, meals,
      services, entertainment, reimbursements, favors, privileges or other items
      of
      value.





Any
      business amenity should be consistent with customary business practice and
      reasonable and appropriate for the circumstance as determined from time to
      time
      by the company’s policies and procedures. Business amenities should not be
      lavish or excessive. Business amenities should not violate law or create an
      appearance of impropriety. You should avoid providing or accepting any cash
      payment, or other business amenity that can be construed as a bribe or payoff.
      All company funds expended for business amenities must be accurately recorded
      in
      the company’s books and records. You should contact the Chief Financial Officer
      or General Counsel if you have any questions as to whether a business amenity
      is
      permissible.





In
      some
      business situations outside of the United States, it is customary and lawful
      for
      business executives to present gifts to representatives of their business
      partners. These gifts may be of more than a nominal value, and under the
      circumstances, returning the gifts or paying for them may be an affront to
      the
      giver. If you find yourself in such a situation, you must report the gift to
      the
      Chief Financial Officer or General Counsel. In some cases, you may be required
      to turn the gift over to the company.





Personal
      loans or guarantees from competitors, suppliers or customers are prohibited
      unless the loan or guarantee is made by a financial institution and the loan
      or
      guarantee agreement is handled in the manner customary for that
      institution.





Special
      restrictions apply when dealing with government employees. For more information,
      see the next section on “Working with Governments”.





***Selecting
      suppliers***


The
      company’s policy is to select suppliers based on the merits of their products,
      services and business practices and to purchase supplies based on need, quality,
      service, price and other terms and conditions of sale. You may not establish
      a
      business relationship with any supplier if you know that its business practices
      violate applicable laws.





***Handling
      the nonpublic information of others***


You
      must handle the nonpublic information of others responsibly and in accordance
      with our agreements with them. Nonpublic information of others includes notes,
      reports, conclusions and other materials prepared by a company employee based
      on
      the nonpublic information of others.





You
      should not knowingly accept information offered by a third party, including
      a
      customer, supplier or business partner, that is represented as nonpublic, or
      that appears from the context or circumstances to be nonpublic, unless an
      appropriate nondisclosure agreement has been signed with the party offering
      the
      information. You should contact the Chief Financial Officer or General Counsel
      to coordinate the appropriate execution of nondisclosure agreements on behalf
      of
      the company.





Even
      after a nondisclosure agreement is in place, you should accept only the
      information that is necessary or appropriate to accomplish the purpose of
      receiving it, such as a decision on whether to proceed to negotiate a commercial
      or other business arrangement between the third party and the company. If more
      detailed or extensive information is offered and it is not necessary or
      appropriate for your immediate purposes, it should be refused. If any such
      information is inadvertently received, it should be transferred to the Chief
      Financial Officer or General Counsel for appropriate disposition.





Once
      the company has received nonpublic information, you should use all reasonable
      efforts to:





·
            abide
                by the terms of the relevant nondisclosure agreement, including any
                obligations with respect to the return or destruction of the nonpublic
                information;


·
            limit
                the use of the nonpublic information to the purpose for which it
                was
                disclosed; and,


February
          20, 2006
 Page
          9 of
          13
 **CODE
          OF ETHICS AND CONDUCT**


·
            Disseminate
                the nonpublic information only to those other company employees,
                agents or
                contractors with a need to know the information to perform their
                jobs for
                the company.








***Improperly
      obtaining or using assets or information***


You
      may
      not unlawfully obtain or use the materials, products, intellectual property,
      proprietary or nonpublic information or other assets of anyone, including
      suppliers, customers, business partners and competitors. You may not coerce
      or
      improperly induce past or present employees of other companies to disclose
      proprietary or nonpublic information of their former or other
      employers.





***Free
      and fair competition***


It
      is
      our policy to lawfully compete in the marketplace. Our commitment to fairness
      includes respecting the rights of our competitors to compete lawfully in the
      marketplace and abiding by all applicable laws in the course of
      competing.





Most
      countries have well-developed bodies of law designed to encourage and protect
      free and fair competition. These laws are broad and far-reaching and regulate
      the company’s relationships with its distributors, resellers, suppliers and
      customers. Competition laws generally address the following areas: pricing
      practices (including predatory pricing, price fixing and price discrimination),
      discounting, terms of sale, credit terms, promotional allowances, secret
      rebates, exclusive dealerships or distributorships, product bundling,
      restrictions on carrying competing products, termination and many other
      practices.





Competition
      laws also govern, usually quite strictly, relationships between the company
      and
      its competitors. Collusion among competitors is illegal, and the consequences
      of
      a violation are severe. You must not enter into an agreement or understanding,
      written or oral, express or implied, with any competitor concerning prices,
      discounts or other terms or conditions of sale; profits or profit margins;
      costs; allocation of product, customers, markets or territories; limitations
      on
      production or supply; boycotts of customers or suppliers; or bids or the intent
      to bid, or even discuss or exchange information on these subjects.





The
      company is committed to obeying both the letter and spirit of these laws, which
      are often referred to as antitrust, consumer protection, competition or unfair
      competition laws. Although the spirit of these laws is straightforward, their
      application to particular situations can be quite complex. To ensure that the
      company complies fully with these laws, you should have a basic knowledge of
      them and should promptly involve our Chief Financial Officer or General Counsel
      when questionable situations arise.








**WORKING
      WITH GOVERNMENTS**





***Overview***


Special
      rules govern our business and other dealings with governments. Employees, agents
      and contractors of the company should use all reasonable efforts to comply
      with
      all applicable laws and regulations governing contact and dealings with
      governments, government employees and public officials. If you deal with
      governments, government employees or public officials, you should undertake
      to
      understand the special rules that apply. If you have any questions concerning
      government relations, you should contact the Chief Financial Officer or General
      Counsel.





***Government
      contracts***


You
      should use all reasonable efforts to comply with all relevant laws and
      regulations that apply to government contracting. You should refer all contracts
      with any governmental entity to the Chief Financial Officer or General Counsel
      for review and approval.





***Requests
      by regulatory authorities***


You
      must cooperate with appropriate government inquiries and investigations in
      accordance with law. It is important, however, to protect the legal rights
      of
      the company with respect to its nonpublic information. All government requests
      for company information, documents or investigative interviews should be
      referred to the Chief Financial Officer or General Counsel. You should work
      with
      the Chief Financial Officer or General Counsel in responding to requests by
      regulatory authorities to ensure adequate and complete responses
      and


February
          20, 2006
 Page
          10 of
          13
 **CODE
          OF ETHICS AND CONDUCT**


to
      avoid improper disclosure of attorney-client privileged materials, trade secret
      information or other nonpublic information. This policy should not be construed
      to prevent an employee from disclosing information to a government or law
      enforcement agency, where the employee has reasonable cause to believe that
      the
      information discloses a violation of, or noncompliance with, a state or federal
      statute or regulation.





***Improper
      payments to government officials***


You
      may
      not offer any payment or business amenity to a public official or a government
      employee if doing so could reasonably be construed as having any connection
      with
      the company’s business, even if it has a nominal value or no value at all. You
      should be aware that what may be permissible in dealings with commercial
      businesses may be deemed illegal and possibly criminal in dealings with the
      government. You should contact the Chief Financial Officer or General Counsel
      for guidance.





Whether
      you are located in the United States or abroad, you are also responsible for
      fully complying with the Foreign Corrupt Practices Act. The Foreign Corrupt
      Practices Act makes it illegal to offer, pay, promise to pay or authorize to
      pay
      any money, gift or other item of value to any foreign official, political party
      or candidate to assist the company or another to obtain or retain business.
      All
      managers and supervisory personnel are expected to monitor continued compliance
      with the Foreign Corrupt Practices Act.





***Political
      contributions***


The
      company reserves the right to communicate its position on important issues
      to
      elected representatives and other government officials. It is the company’s
      policy to comply fully with all local, state, federal, foreign and other
      applicable laws, rules and regulations regarding political contributions. The
      company’s assets - including company funds, employees’ work time and company
      premises and equipment - must not be used for, or be contributed to, political
      campaigns or political activities under any circumstances without prior written
      approval from the Chief Financial Officer or General Counsel.





***Lobbying***


You
      must obtain written approval from the Chief Financial Officer or General Counsel
      for any work activity that requires lobbying communication with any member
      or
      employee of a legislative body or with any government official or employee
      in
      the formulation of legislation. Work activity covered by this policy includes
      meetings with legislators or members of their staffs or with senior executive
      branch officials on behalf of the company. Preparation, research and other
      background activities that are done in support of such lobbying communication
      are also covered by this policy even if the communication ultimately is not
      made.





***Trade
      restrictions***


A
      number of countries maintain controls on the destinations to which products
      or
      software may be exported. Some of the strictest export controls are maintained
      by the United States against countries that the U.S. government considers
      unfriendly or as supporting international terrorism. The U.S. regulations are
      complex and apply both to deemed exports from the United States and to deemed
      exports of products from other countries when those products contain U.S.-origin
      components or technology. Software created in the United States is subject
      to
      these regulations even if duplicated and packaged abroad. In some circumstances,
      an oral presentation containing technical data made to foreign nationals in
      the
      United States or access by foreign nationals to certain technology may
      constitute a controlled export. The Chief Financial Officer or General Counsel
      can provide you with guidance on which countries are prohibited destinations
      for
      company products or whether a proposed technical presentation or the provision
      of controlled technology to foreign nationals may require a U.S. government
      license.








**PROCEDURAL
      MATTERS**





***Distribution***


All
      employees will receive a copy of this Code at the time they join the company
      and
      will receive periodic updates. Agents and contractors will also be provided
      with
      a copy of the Code.




February
          20, 2006
 Page
          11 of
          13
 **CODE
          OF ETHICS AND CONDUCT**




*Acknowledgment*  All
      new
      employees must sign an acknowledgment form confirming that they have read the
      Code and that they understand and agree to comply with its provisions. Signed
      acknowledgment forms will be kept in your personnel file. Failure to read the
      Code or to sign an acknowledgement form does not excuse any person from the
      terms of the Code.





***Approvals
      and waivers***


Except
      as otherwise provided in the Code, the Board of Directors or its designated
      committee must review and approve any matters requiring special permission
      under
      the Code for a member of the Board of Directors or an executive officer. Except
      as otherwise provided in the Code, the Chief Financial Officer or General
      Counsel must review and approve any matters requiring special permission under
      the Code for any other employee, agent or contractor.





Any
      waiver of any provision of this Code for a member of the Board of Directors
      or
      an executive officer must be approved in writing by the Board of Directors
      or
      its designated committee and promptly disclosed, along with the reasons for
      the
      waiver, to the extent required by law or regulation. Any waiver of any provision
      of this Code with respect to any other employee, agent or contractor must be
      approved in writing by the Chief Financial Officer or General
      Counsel.





Copies
      of approvals and waivers will be retained by the company.





***Reporting
      violations***


You
      should promptly report violations or suspected violations of this Code to the
      Chief Financial Officer, General Counsel or Manager of Human Resources. If
      your
      situation requires that your identity be kept secret, your anonymity will be
      preserved to the greatest extent reasonably possible. If you wish to remain
      anonymous, send a letter addressed to the Chief Financial Officer, General
      Counsel or Manager of Human Resources at Viper Networks, Inc., 12707 High Bluff
      Drive, San Diego California 92130. If you make an anonymous report, please
      provide as much detail as possible, including copies of any documents that
      you
      believe may be relevant to the issue.





If
      your
      concerns relate to accounting, internal controls or auditing matters, or if
      the
      Chief Financial Officer, General Counsel or Manager of Human Resources is
      implicated in any violation or suspected violation, you may also contact the
      Audit Committee of the Board of Directors at Audit Committee, Viper Networks,
      Inc., 12707 High Bluff Drive, San Diego California 92130.





Reprisals,
      threats, retribution or retaliation against any person who has in good faith
      reported a violation or a suspected violation of law, this Code or other company
      policies, or against any person who is assisting in any investigation or process
      with respect to such a violation, is prohibited.





***Investigations***


The
      Board of Directors or its designated committee will be responsible for
      investigating violations and determining appropriate disciplinary action for
      matters involving members of the Board of Directors or executive officers.
      The
      Board of Directors or its designated committee may designate others to conduct
      or manage investigations on its behalf and recommend disciplinary
      action.





Subject
      to the general authority of the Board of Directors to administer this Code,
      the
      Chief Financial Officer, General Counsel and the Manager of Human Resources
      will
      be jointly responsible for investigating violations and determining appropriate
      disciplinary action for other employees, agents and contractors. The Chief
      Financial Officer, General Counsel and the Manager of Human Resources may
      designate others to conduct or manage investigations on their behalf and
      recommend disciplinary action. The Chief Financial Officer, General Counsel
      and
      the Manager of Human Resources will periodically report Code violations and
      the
      corrective actions taken to the Board of Directors or its designated committee.
      The Board of Directors reserves the right to investigate violations and
      determine appropriate disciplinary action on its own or to designate others
      to
      do so in place of, or in addition to, the Chief Financial Officer, General
      Counsel and the Manager of Human Resources.





The
      company will promptly investigate any suspected violations. If it is determined
      that evidence of a violation exists, the individual subject to investigation
      will be notified. The subject of an investigation will


February
          20, 2006
 Page
          12 of
          13
 **CODE
          OF ETHICS AND CONDUCT**


have
      an
      opportunity to respond to any allegations made against that person. A person
      suspected of violating the Code may be suspended with or without pay while
      an
      investigation is conducted. The company will follow local grievance procedures
      in jurisdictions where such procedures apply.





***Disciplinary
      action***


The
      company will take appropriate action against any employee, agent or contractor
      whose actions are found to violate the Code. Disciplinary actions may include,
      at the company’s sole discretion, oral or written reprimand, suspension or
      immediate termination of employment or business relationship, or any other
      disciplinary action or combination of disciplinary actions as deemed appropriate
      to the circumstances. A record of the disciplinary action will be retained
      in
      the employee’s personnel file.





In
      determining what disciplinary action is appropriate in a particular case, the
      company will take into account all relevant information, including the nature
      and severity of the violation, any history of warnings and violations, whether
      the violation appears to have been intentional or inadvertent and whether the
      violator reported his or her own misconduct. The company will strive to enforce
      the Code in a consistent manner while accounting for all relevant information.
      An alleged violator may make a written request for reconsideration within 14
      days of notification of the final disciplinary decision.





Where
      the company has suffered a loss, it may pursue its remedies against the
      individuals or entities responsible. Certain violations of this Code may also
      be
      subject to civil or criminal prosecution by governmental authorities and others.
      Where laws have been violated, the company will report violators to the
      appropriate authorities.








**ADDITIONAL
      INFORMATION**





Nothing
      in this Code of Business Conduct and Ethics creates or implies an employment
      contract or term of employment. Employment at the company is employment at-will.
      Employment at-will may be terminated with or without cause and with or without
      notice at any time by the employee or the company. Nothing in this Code shall
      limit the right to terminate employment at-will. No employee of the company
      has
      any authority to enter into any agreement for employment for a specified period
      of time or to make any agreement or representation contrary to the company’s
      policy of employment at-will. Only the Chief Executive Officer or the Board
      of
      Directors of the company has the authority to make any such agreement, which
      must be in writing.





The
      policies in this Code do not constitute a complete list of company policies
      or a
      complete list of the types of conduct that can result in discipline, up to
      and
      including discharge.




February
      20, 2006


Page
      13 of
      13