EXHIBIT 14

                       CODE OF BUSINESS CONDUCT AND ETHICS
              AND COMPLIANCE PROGRAM FOR MEDIAN INTERNATIONAL CORP.



Effective  March 23, 2005,  our Company's  board of directors  adopted a Code of
Business  Conduct and Ethics and  Compliance  Program that applies to all of our
Company's officers,  directors and employees.  As adopted,  our Code of Business
Conduct  and Ethics and  Compliance  Program  sets forth the  following  written
standards that are designed to deter wrongdoing and to promote:

(1)      honest and ethical conduct, including the ethical handling of actual or
         apparent  conflicts  of  interest  between  personal  and  professional
         relationships;

(2)      full, fair, accurate,  timely, and understandable disclosure in reports
         and  documents  that we file with,  or submit to,  the  Securities  and
         Exchange Commission and in other public communications made by us;

(3)      compliance with applicable governmental laws, rules and regulations;

(4)      the prompt  internal  reporting of  violations  of the Code of Business
         Conduct and Ethics and Compliance  Program to an appropriate  person or
         persons  identified  in the Code of  Business  Conduct  and  Ethics and
         Compliance Program; and

(5)      accountability for adherence to the Code of Business Conduct and Ethics
         and Compliance Program.

Our Code of Business Conduct and Ethics and Compliance  Program requires,  among
other things,  that all of our Company's personnel shall be accorded full access
to our chief  financial  officer  with  respect  to any  matter  which may arise
relating to the Code of  Business  Conduct  and Ethics and  Compliance  Program.
Further,  all of our  Company's  personnel are to be accorded full access to our
Company's  board of directors if any such matter  involves an alleged  breach of
the Code of  Business  Conduct  and Ethics and  Compliance  Program by our chief
financial officer.

In  addition,  our Code of Business  Conduct and Ethics and  Compliance  Program
emphasizes that all employees,  and  particularly  managers and/or  supervisors,
have a responsibility  for maintaining  financial  integrity within our Company,
consistent with generally accepted accounting principles,  and federal and state
securities  laws.  Any employee  who becomes  aware of any  incidents  involving
financial  or  accounting  manipulation  or  other  irregularities,  whether  by
witnessing  the  incident  or being  told of it,  must  report  it to his or her
immediate supervisor or to our chief financial officer. If the incident involves
an alleged  breach of the Code of  Business  Conduct  and Ethics and  Compliance
Program by the chief  financial  officer,  the incident  must be reported to any
member of our board of directors.  Any failure to report such  inappropriate  or
irregular conduct of others is to be treated as a severe disciplinary matter. It
is against our Company policy to retaliate against any individual who reports in
good  faith the  violation  or  potential  violation  of our  Company's  Code of
Business Conduct and Ethics and Compliance Program by another.





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