EXHIBIT 14



                                Optionable, Inc.

                       CODE OF BUSINESS CONDUCT AND ETHICS

                        ADOPTED BY THE BOARD OF DIRECTORS
                              On February 23, 2006

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 Optionable,  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.

     You must sign the  attached  acknowledgement  of  receipt  of this Code and
confirm that you have carefully read and understand 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, you 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. You must respect and obey the laws
of the cities, counties and countries in which we operate.  Although you are not
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,  we will hold  information  and training  sessions to promote
compliance with laws, rules and regulations, including insider-trading laws.

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 you take  actions or have  interests  that may make it difficult to perform
your  work  objectively  and  effectively.   Such  situations  may  include  any
financial,  romantic or nepotistic relationship with another employee, 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
your 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 you,  or members of your  family,  receive  improper  personal
benefits as a result of your position in the Company. Loans to, or guarantees of
obligations  of,  employees and  directors  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 the appropriate Company representative.

      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    You 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    You  have 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 you  have  a  financial  interest  in a
               supplier or customer  only  because  someone in your family works
               there,  you do not need to seek  prior  approval  unless you deal
               with the  supplier or customer or your family  member  deals with
               the Company.

<PAGE>

          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.

     If you become aware of a conflict or potential conflict should consider the
procedures  described  in  Section  14 of this Code and bring the  matter to the
attention of the appropriate Company representative.

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.  If you are  aware of
material non-public  information about the Company, you 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 material  non-public  information about
the Company should be considered confidential  information.  It is unethical and
illegal for you to use confidential  information for personal  financial benefit
or to "tip"  others who might make an  investment  decision on the basis of this
information. Conduct of this nature 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.

     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.

You should refer to our insider  trading  policy for further  guidelines on this
topic

<PAGE>

4. Corporate Opportunities

     You  are  prohibited  from  taking  for  yourself  opportunities  that  are
discovered through the use of corporate  property,  information or your position
with the Company 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.


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  based on current  publicly  known  information.  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  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,  excluding
unconsolidated  entities as required by the U.S. Generally  Accepted  Accounting
Principles.

     You are prohibited from directly or indirectly  falsifying or causing to be
false or misleading any financial or accounting book, record or account. You 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.

<PAGE>

      You are prohibited from:

          o    making or causing  to be made a  materially  false or  misleading
               statement, or

          o    deliberately omitting to state, or causing 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 our  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.

     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 the appropriate Company
representative


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 the  appropriate  Company  representative  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.

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 of Directors and will
be promptly disclosed as required by law or stock exchange regulation.


13. Reporting any Illegal or Unethical Behavior

     You  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.  You are  expected  to  cooperate  in  internal
investigations of misconduct.

<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.

This Code  permits or requires  you in various  situations  to disclose  certain
facts  to,  and seek  guidance  or obtain  approval  from  "appropriate  Company
representatives."

          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 the Chief Financial 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.


For each affiliate, the "appropriate Company representative" is as follows:

     o    In the case of any non-officer employee,  such employee's  supervisor.
          If such employee has concerns  regarding the supervisor's  objectivity
          or independence  with respect to the matter,  the appropriate  Company
          representative is the Chief Financial Officer.

     o    In the case of any officer or management  employee (other than the CEO
          or CFO) the appropriate Company  representative is the Chief Financial
          Officer.  If such employee has concerns  regarding the Chief Financial
          Officer's  objectivity or independence with respect to the matter, the
          appropriate Company representative is the Chief Executive Officer.

     o    In the case of the Chief Executive Officer,  the President,  the Chief
          Financial  Officer,  Chief  Operating  Officer,  or any director,  the
          appropriate  Company  representative  is the  Chairman of the Board of
          Directors.

These are the persons you should contact to seek guidance, to clarify issues and
to obtain  confirmation  that a particular  course of conduct or  transaction is
permissible or  impermissible  under this Code. The Audit  Committee has adopted
separate  procedures  for employees to report  concerns they may have  regarding
financial  reporting  abuses,  illegality  or  violations  of  this  Code  on  a
confidential basis.


                                    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.

<PAGE>

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.


                       ACKNOWLEDGEMENT OF RECEIPT OF CODE

     The undersigned,______________________________, hereby acknowledges receipt
of the Code of Business Conduct and Ethics (the "Code") of Optionable, Inc. (the
"Company"),  as adopted by the Board of Directors of the Company on February 23,
2006. In addition,  the  undersigned  hereby  confirms that he/she has carefully
read and understands the Code.




                                          Dated:                          , 20__
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[Signature]



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