Exhibit 14
                                 vFINANCE, INC.

                       CODE OF BUSINESS CONDUCT AND ETHICS

                        ADOPTED BY THE BOARD OF DIRECTORS
                               ON _March 29, 2004


Introduction

         This Code of Business Conduct and Ethics covers a wide range of
business practices and procedures. It does not cover every issue that may arise,
but it sets out basic principles to guide all directors, officers and employees
(collectively "affiliates") of vFinance, Inc. (the "Company"). All of our
affiliates must conduct themselves accordingly and seek to avoid even the
appearance of improper behavior. The Code should also be provided to and
followed by the Company's agents and representatives, including consultants.

         If a law conflicts with a policy in this Code, you must comply with the
law. If you have any questions about these conflicts, you should ask your
supervisor how to handle the situation.

         Each affiliate must sign the attached acknowledgement of receipt of
this Code and confirm that the affiliate has carefully read and understands this
Code.

         Those who violate the standards in this Code will be subject to
disciplinary action, up to and including termination of employment. If you are
in a situation which you believe may violate or lead to a violation of this
Code, follow the guidelines described in Section 14 of this Code.

         In the event this Code is modified, every affiliate will be provided
with a copy of the modified Code and will be deemed to have accepted and will
abide by the modified Code.

1.       Compliance with Laws, Rules and Regulations

         Obeying the law, both in letter and in spirit, is the foundation on
which this Company's ethical standards are built. All affiliates must respect
and obey the laws of the cities, counties and countries in which we operate.
Although not all affiliates are expected to know the details of these laws, it
is important to know enough to determine when to seek advice from supervisors,
managers or other appropriate personnel.

         If requested, the Company will hold information and training sessions
to promote compliance with laws, rules and regulations, including
insider-trading laws.

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2.       Conflicts of Interest

         A "conflict of interest" exists when a person's private interest
interferes in any way with the interests of the Company. A conflict situation
can arise when affiliates take actions or have interests that may make it
difficult to perform their Company work objectively and effectively. Such
situations may include any financial, romantic or nepotistic relationship with
another affiliate, supplier, competitor or anyone who represents, does work for,
or on behalf of, the Company, or any relationship that, by its nature, may
appear to interfere with the affiliate's ability to dispassionately and
objectively act in the best interests of the Company, its employees, customers
or shareholders. Conflicts of interest may also arise when an employee, officer
or director, or members of his or her family, receives improper personal
benefits as a result of his or her position in the Company. Loans to, or
guarantees of obligations of, affiliates and their family members may create
conflicts of interest and shall not be permitted without the express prior
approval of the Company's board of directors (the "Board").

         It is almost always a conflict of interest for a Company employee to
work simultaneously for a competitor, customer or supplier. You are not allowed
to work for a competitor as a consultant or board member. The best policy is to
avoid any direct or indirect business connection with our customers, suppliers
or competitors, except on our behalf. Conflicts of interest are prohibited as a
matter of Company policy, except when specifically approved by the Board.
Conflicts of interest may not always be clear-cut, so if you have a question,
you should consult with higher levels of management. Any employee, officer or
director who becomes aware of a conflict or potential conflict should bring it
to the attention of a supervisor, manager or other appropriate personnel or
consult the procedures described in Section 14 of this Code.

         The following are some general principles that should be kept in mind:

o                     Avoid situations where your personal interests conflict,
                      or appear to conflict with, those of the Company.

o                     An employee may own up to 1% of the stock in a competitor,
                      customer or supplier without seeking prior approval from
                      the Board so long as the stock is in a public company and
                      the employee does not have any discretionary authority in
                      dealing with that company. If an employee wants to
                      purchase more than 1% of the stock in a competitor,
                      customer or supplier, or the company is non-public or the
                      employee has discretionary authority in dealing with that
                      company, then the stock may be purchased only with prior
                      approval of the Board.

o                     If an affiliate has a financial interest in a transaction
                      between the Company and a third party - even an indirect
                      interest through, for example, a family member - that
                      interest must be approved by the Board. However, if an
                      affiliate has an financial interest in a supplier or
                      customer only because someone in the affiliate's family
                      works there, you do not need to seek prior approval unless
                      the affiliate deals with the supplier or customer or your
                      family member deals with the Company.

                                      -2-

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o                     For any transactions that would require reporting under
                      SEC rules, directors of the Company must obtain written
                      confirmation from the Board that the proposed transaction
                      is fair to the Company.

o                     Loans from the Company to directors or executive officers
                      of the Company are prohibited. Loans from the Company to
                      other officers and employees must be approved in advance
                      by the Board.

         Please keep in mind, that this Code does not specifically address every
potential conflict, so use your conscience and common sense. When questions
arise, seek guidance from your immediate supervisor.

         An affiliate who becomes aware of a conflict or potential conflict
should bring it to the attention of the Chairman of the Board. Consult the
procedures described in Section 14 of this Code.

3.       Insider Trading

         It is the Company's goal and policy to protect shareholder investments
through strict enforcement of the prohibition against insider trading set forth
in the United States securities laws and regulations. Affiliates who are aware
of material non-public information about the Company are not permitted to use or
share that information for stock trading purposes or for any other purpose
except the conduct of our business. All non-public information about the Company
should be considered confidential information. To use confidential information
for personal financial benefit or to "tip" others who might make an investment
decision on the basis of this information is both unethical and illegal and will
be dealt with firmly by the Company and may be subject to criminal prosecution.

         Material information has been defined differently by different courts,
but one of the most commonly referenced definitions is from a U.S. Supreme Court
case which suggested that information is material if "there is a substantial
likelihood that a reasonable shareholder would consider it important" in making
an investment decision. Importantly, this definition does not require an
investor to show actual reliance on the information in connection with a trade,
but only to consider it important. This standard has been articulated elsewhere
as a requirement that for information to be material, there must be a
substantial likelihood that a fact "would have been viewed by a reasonable
investor as having significantly altered the `total mix' of information made
available." Of course, information will also be considered material if its
disclosure would be expected to alter significantly the market price of the
Company's stock. Obviously, it is very difficult to determine materiality, and
the facts in each case must be carefully weighed. Furthermore, it should be
remembered that plaintiffs who challenge and judges who rule on particular
transactions or activities have the benefit of hindsight. Accordingly, if you
have any questions, in the first instance, please consult your immediate
supervisor.

                                      -3-

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         Examples of information that may be considered confidential information
in some circumstances are:

o       Undisclosed annual, quarterly or monthly financial results, a change in
        earnings or earnings projections, or unexpected or unusual gains or
        losses in major operations;

o       Undisclosed negotiations and agreements regarding mergers, concessions,
        joint ventures, acquisitions, divestitures, business combinations or
        tender offers;

o       An undisclosed increase or decrease in dividends on the Company's
        ordinary shares;

o       Undisclosed major management changes;

o       A substantial contract award or termination that has not been publicly
        disclosed;

o       A major lawsuit or claim that has not been publicly disclosed;

o       The gain or loss of a significant customer or supplier that has not been
        publicly disclosed;

o       An undisclosed filing of a bankruptcy petition by the Company or a
        significant subsidiary;

o       Information that is considered confidential; and

o       Any other undisclosed information that could affect our stock price.

4.       Corporate Opportunities

         Employees, officers and directors are prohibited from taking for
themselves personally opportunities that are discovered through the use of
corporate property, information or position without the consent of the Board. No
employee may use corporate property, information, or position for improper
personal gain, and no employee may compete with the Company directly or
indirectly. Employees, officers and directors owe a duty to the Company to
advance its legitimate interests when the opportunity to do so arises.

                                      -4-

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5.       Competition and Fair Dealing

         We seek to outperform our competition fairly and honestly. Stealing
proprietary information, possessing trade secret information that was obtained
without the owner's consent, or inducing such disclosures by past or present
employees of other companies is prohibited. Each employee should endeavor to
respect the rights of and deal fairly with the Company's 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 intentional unfair-dealing
practice
         .
         The purpose of business entertainment and gifts in a commercial setting
is to create good will and sound working relationships, not to gain unfair
advantage with customers. No gift or entertainment should ever be offered,
given, provided or accepted by any Company employee, family member of an
employee or agent unless it: (1) is not a cash gift, (2) is consistent with
customary business practices, (3) is not excessive in value, (4) cannot be
construed as a bribe or payoff and (5) does not violate any laws or regulations.
Please discuss with your supervisor any gifts or proposed gifts which you are
not certain are appropriate.

6.       Discrimination and Harassment

         The diversity of the Company's employees is a tremendous asset. We are
firmly committed to providing equal opportunity in all aspects of employment and
will not tolerate any illegal discrimination or harassment of any kind. Examples
include derogatory comments based on racial or ethnic characteristics and
unwelcome sexual advances. Any instances of such behavior, whether the employee
is a participant or observer, should be immediately reported to the employee's
immediate supervisor.

7.       Health and Safety

         The Company strives to provide each employee with a safe and healthy
work environment. Each employee has responsibility for maintaining a safe and
healthy workplace for all employees by following safety and health rules and
practices and reporting accidents, injuries and unsafe equipment, practices or
conditions.

         Violence and threatening behavior are not permitted. Employees should
report to work in condition to perform their duties, free from the influence of
illegal drugs or alcohol. The use of illegal drugs in the workplace will not be
tolerated.

8.       Accounting Policies/Record-Keeping

         The Company and each of its subsidiaries will make and keep books,
records and accounts, which in reasonable detail accurately and fairly present
the transactions and disposition of the assets of the Company. All of the
Company's books, records, accounts and financial statements must be maintained
in reasonable detail, must appropriately reflect the Company's transactions and
must conform both to applicable legal requirements and to the Company's system
of internal controls. Unrecorded or "off the books" funds, assets or liabilities
shall not be maintained.

                                       -5-

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         All affiliates and other persons are prohibited from directly or
indirectly falsifying or causing to be false or misleading any financial or
accounting book, record or account. Affiliates are expressly prohibited from
directly or indirectly manipulating an audit, and from destroying or tampering
with any record, document or tangible object with the intent to obstruct a
pending or contemplated audit, review or federal investigation. The commission
of, or participation in, one of these prohibited activities or other illegal
conduct will subject you to criminal penalties, as well as punishment of up to
and including termination of employment.

         No affiliate of the Company may directly or indirectly:

o        make or cause to be made a materially false or misleading statement, or

o        omit to state, or cause another person to omit to state, any material
         fact necessary to make statements made not misleading

in connection with the audit of financial statements by independent accountants,
the preparation of any required reports whether by independent or internal
accountants, or any other work which involves or relates to the filing of a
document with the U.S. Securities and Exchange Commission.

         Many affiliates regularly use business expense accounts, which must be
documented and recorded accurately. If you are not sure whether a certain
expense is legitimate, ask your supervisor or the Company's chief financial
officer.

         Business records and communications often become public, and we should
avoid exaggeration, derogatory remarks, guesswork, or inappropriate
characterizations of people and companies that can be misunderstood. This
applies equally to e-mail, internal memos, and formal reports.

         Records should always be retained or destroyed according to the
Company's record retention policies. In accordance with those policies, in the
event of litigation or governmental investigation please consult an Executive
Officer of the Company.

9.       Confidentiality

         Employees must maintain the confidentiality of confidential information
entrusted to them by the Company or its customers, except when disclosure is
authorized by _an Executive Officer of the Company or required by laws or
regulations. Confidential information includes all non-public information that
might be of use to competitors, or harmful to the Company or its customers, if
disclosed. It also includes information that suppliers and customers have
entrusted to us. The obligation to preserve confidential information continues
even after employment ends. In connection with this obligation, every employee
may be asked to execute a confidentiality agreement with the Company.

                                      -6-

<PAGE>

10.      Protection and Proper Use of Company Assets

         All employees should endeavor to protect the Company's assets and
ensure their efficient use. Theft, fraud, and waste have a direct impact on the
Company's profitability. Any suspected incident of theft, fraud or waste should
be immediately reported for investigation. Company equipment should not be used
for non-Company business, though incidental personal use may be permitted.

         The obligation of employees to protect the Company's assets includes
its proprietary information. Proprietary information includes intellectual
property such as trade secrets, patents, trademarks, and copyrights, as well as
business, marketing and service plans, engineering and manufacturing ideas,
designs, databases, records, salary information and any unpublished financial
data and reports. Unauthorized use or distribution of this information is a
violation of Company policy and could be illegal and result in civil or even
criminal penalties.

11.      Payments to Government Personnel

         As we are a publicly-held company under the laws of the United States,
we are subject the provisions of the U.S. Foreign Corrupt Practices Act. The
U.S. Foreign Corrupt Practices Act prohibits giving anything of value, directly
or indirectly, to officials of foreign governments or foreign political
candidates in order to obtain or retain business. It is strictly prohibited to
make illegal payments to government officials of any country.

12. Waivers of the Code of Business Conduct and Ethics

         Any waiver of this Code may only be made by the Board or a Board
committee and will be promptly disclosed as required by law or stock exchange
regulation.

13.      Reporting any Illegal or Unethical Behavior

         Employees are encouraged to communicate, anonymously, if desired, with
supervisors, managers or other appropriate personnel about observed illegal or
unethical behavior and when in doubt about the best course of action in a
particular situation. It is the policy of the Company not to allow retaliation
for reports of misconduct by others made in good faith by employees. The most
important point is that possible violations should be reported and we support
all means of reporting them. Employees are expected to cooperate in internal
investigations of misconduct.

                                      -7-

<PAGE>

         Directors and officers should report any potential violations of this
Code to the Board.


14.      Compliance Procedures

         We must all work to ensure prompt and consistent action against
violations of this Code. However, in some situations it is difficult to know if
a violation has occurred. Since we cannot anticipate every situation that will
arise, it is important that we have a way to approach a new question or problem.
These are the steps to keep in mind:

o        Make sure you have all the facts but do not delay your action in
         collecting facts. In order to reach the right solutions, we must be as
         fully informed as possible.

o        Ask yourself what specifically am I being asked to do? Does it seem
         unethical or improper? This will enable you to focus on the specific
         question you are faced with, and the alternatives you have. Use your
         judgment and common sense; if something seems unethical or improper, it
         probably is.

o        Clarify your responsibility and role. In most situations, there is
         shared responsibility. Are your colleagues informed? It may help to get
         others involved and discuss the problem.

o        Discuss the problem with your supervisor. This is the basic guidance
         for all situations. In many cases, your supervisor will be more
         knowledgeable about the question, and will appreciate being brought
         into the decision-making process. Remember that it is your supervisor's
         responsibility to help solve problems.

o        Seek help from Company resources. In the rare case where it may not be
         appropriate to discuss an issue with your supervisor, or where you do
         not feel comfortable approaching your supervisor with your question,
         discuss it with an Executive Officer of the
         Company._____________________ .

o        You may report ethical violations in confidence and without fear of
         retaliation. If your situation requires that your identity be kept
         secret, your anonymity will be protected. In such circumstances, please
         contact an Executive Officer of the Company. The Company does not
         permit retaliation of any kind against employees for good faith reports
         of ethical violations.

o        Always ask first, act later: If you are unsure of what to do in any
         situation, seek guidance before you act.

                                      -8-

<PAGE>

                                    APPENDIX

              CODE OF ETHICS FOR CEO AND SENIOR FINANCIAL OFFICERS

         The Company has a Code of Business Conduct and Ethics applicable to all
directors and employees of the Company. The CEO and all senior financial
officers, including the CFO and principal accounting officer, are bound by the
provisions set forth therein relating to ethical conduct, conflicts of interest
and compliance with law. In addition to the Code of Business Conduct and Ethics,
the CEO and senior financial officers are subject to the following additional
specific policies:

l.       The CEO and all senior financial officers are responsible for full,
         fair, accurate, timely and understandable disclosure in the periodic
         reports required to be filed by the Company with the U.S. Securities
         and Exchange Commission. Accordingly, it is the responsibility of the
         CEO and each senior financial officer promptly to bring to the
         attention of the Board any material information of which he or she may
         become aware that affects the disclosures made by the Company in its
         public filings or otherwise assist the Board in fulfilling its
         responsibilities.

2.       The CEO and each senior financial officer shall promptly bring to the
         attention of the Board any information he or she may have concerning
         (a) significant deficiencies in the design or operation of internal
         controls which could adversely affect the Company's ability to record,
         process, summarize and report financial data or (b) any fraud, whether
         or not material, that involves management or other employees who have a
         significant role in the Company's financial reporting, disclosures or
         internal controls.

3.       The CEO and each senior financial officer shall promptly bring to the
         attention of the Board any information he or she may have concerning
         any violation of the Company's Code of Business Conduct and Ethics,
         including any actual or apparent conflicts of interest between personal
         and professional relationships, involving any management or other
         employees who have a significant role in the Company's financial
         reporting, disclosures or internal controls.

4.       The CEO and each senior financial officer shall promptly bring to the
         attention of the Board any information he or she may have concerning
         evidence of a material violation of the securities or other laws, rules
         or regulations applicable to the Company and the operation of its
         business, by the Company or any agent thereof, or of violation of the
         Code of Business Conduct and Ethics or of these additional procedures.

5.       The  Board  shall  determine,  or  designate  appropriate  persons  to
         determine,  appropriate actions to be taken in the event of violations
         of the Code of  Business  Conduct  and  Ethics or of these  additional
         procedures by the CEO and the  Company's  senior  financial  officers.
         Such actions shall be reasonably  designed to deter  wrongdoing and to
         promote  accountability  for adherence to the Code of Business Conduct
         and  Ethics  and to these  additional  procedures,  and shall  include
         written  notices  to  the  individual  involved  that  the  Board  has
         determined  that  there has been a  violation,  censure  by the Board,
         demotion or re-assignment of the individual involved,  suspension with
         or  without  pay  or  benefits  (as   determined  by  the  Board)  and
         termination of the individual's employment. In determining what action
         is appropriate in a particular  case, the Board or such designee shall
         take into account all relevant  information,  including the nature and
         severity  of  the  violation,  whether  the  violation  was  a  single
         occurrence or repeated  occurrences,  whether the violation appears to
         have been  intentional  or  inadvertent,  whether  the  individual  in
         question  had been  advised  prior to the  violation  as to the proper
         course of action and whether or not the  individual  in  question  had
         committed other violations in the past.

                                      -9-

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                       ACKNOWLEDGEMENT OF RECEIPT OF CODE


         The undersigned, _____________________________________, hereby
acknowledges receipt of the Code of Business Conduct and Ethics (the "Code") of
vFinance, Inc. (the "Company"), as adopted by the Board of Directors of the
Company on _____________ ___, 2004. In addition, the undersigned hereby confirms
that he/she has carefully read and understands the Code.



       __________________________________ Dated: _____________ ___, 2004
         [Signature]


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