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                                                                      EXHIBIT 14

                                 NARROWSTEP INC.
                               (THE "CORPORATION")

          CODE OF ETHICS FOR OFFICERS AND EMPLOYEES OF THE CORPORATION


I.      COVERED PERSONS/PURPOSE OF THE CODE

        This code of ethics (this "CODE") for the Corporation applies to the
Corporation's principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing similar
functions (collectively, the "COVERED OFFICERS" each of whom is set forth in
Exhibit A), as well as directors, officers, and employees (collectively, with
the Covered Officers, the "COVERED PERSONS") for the purpose of promoting:

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

   o    full, fair, accurate, timely and understandable disclosure in reports
        and documents that a registrant files with, or submits to, the
        Securities and Exchange Commission ("SEC") and in other public
        communications made by the Corporation;

   o    compliance with applicable laws and governmental rules and regulations;

   o    the prompt internal reporting of violations of the Code to an
        appropriate person or persons identified in the Code; and

   o    accountability for adherence to the Code.

Each Covered Person should adhere to a high standard of business ethics and
should be sensitive to situations that may give rise to actual as well as
apparent conflicts of interest.

II.     COVERED PERSONS SHOULD HANDLE ETHICALLY ACTUAL AND APPARENT CONFLICTS OF
        INTEREST

        OVERVIEW. A "CONFLICT OF INTEREST" occurs when a Covered Person's
private interest interferes with the interests of, or his/her service to, the
Corporation. For example, a conflict of interest would arise if a Covered
Person, or a member of his/her family, receives improper personal benefits as a
result of his/her position in the Corporation.

        Other conflicts of interest are also covered by the Code. Specifically,
it is recognized by the Board of Directors (the "BOARD") that the Covered
Officers may also currently, or in the future, serve as officers or employees of
one or more public companies covered by other Codes. The following list provides
examples of conflicts of interest under the Code, but Covered Persons should
keep in mind that these examples are not exhaustive. The overarching principle
is that the personal interest of a Covered Person should not be placed
improperly before the interest of the Corporation.

        Each Covered Person must:

   o    not use his personal influence or personal relationships improperly to
        influence investment decisions or financial reporting by the Corporation
        whereby the Covered Person would benefit personally to the detriment of
        the Corporation;
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   o    not cause the Corporation to take action, or fail to take action, for
        the individual personal benefit of the Covered Person rather than for
        the benefit of the Corporation; and

   o    not use material non-public knowledge of portfolio transactions made or
        contemplated for the Corporation to trade personally or cause others to
        trade personally in contemplation of the market effect of such
        transactions.

        There are some conflict of interest situations that may be discussed
with the Corporation's President (the "PRESIDENT") if material. Examples of
these include:(1)

  o     service as a director on the board of directors of any public or private
        company;

  o     the receipt of any non-nominal gifts, favors, loans or preferential
        treatment from any person or company with which the Corporation has
        current or prospective business dealings. For purposes of this Code,
        "non-nominal" are those gifts in excess of the current National
        Association of Securities Dealers limit of $100;

  o     the receipt of any entertainment from any company with which the
        Corporation has current or prospective business dealings, unless such
        entertainment is business-related, reasonable in cost, appropriate as to
        time and place, and not so frequent as to raise any question of
        impropriety;

  o     any ownership interest in, or any consulting or employment relationship
        with, any of the Corporation's service providers;

  o     a direct or indirect financial interest in commissions, transaction
        charges or spreads paid by the Corporation for effecting any sale or
        repurchase of shares, other than an interest arising from the Covered
        Person's employment, such as compensation or equity ownership; and

  o     any business transaction between the Corporation and any family members
        of Corporation officers, directors or employees.

III.    DISCLOSURE & COMPLIANCE

   o    Each Covered Person should be familiar with the disclosure requirements
        generally applicable to the Corporation;

   o    each Covered Person should not knowingly misrepresent, or cause others
        to misrepresent, facts about the Corporation to others, whether within
        or outside the Corporation, including to the Corporation's directors and
        auditors, and to governmental regulators and self-regulatory
        organizations;


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1       Any activity or relationship that would present a conflict for a Covered
        Person would likely also present a conflict for the Covered Person if a
        member of the Covered Person's family engages in such an activity or has
        such a relationship.

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   o    each Covered Person should, to the extent appropriate within his area of
        responsibility, consult with other officers and employees of the
        Corporation with the goal of promoting full, fair, accurate, timely and
        understandable disclosure in the reports and documents the Corporation
        files with, or submits to, the SEC and in other public communications
        made by the Corporation; and

   o    it is the responsibility of each Covered Person to promote compliance
        with the standards and restrictions imposed by applicable laws, rules
        and regulations.

IV.     REPORTING AND ACCOUNTABILITY

        Each Covered Person must:

   o    upon adoption of the Code (or thereafter as applicable, upon becoming a
        Covered Person), affirm in writing to the Board that he has received,
        read, and understands the Code;

   o    annually thereafter affirm to the Board that he has complied with the
        requirements of the Code;

   o    not retaliate against any employee or Covered Person or their affiliated
        persons for reports of potential violations that are made in good faith;

   o    notify the President of the Corporation promptly if he knows of any
        violation of this Code. Failure to do so is itself a violation of this
        Code; and

   o    report at least annually any change in his affiliations from the prior
        year.

        The President is responsible for applying this Code to specific
situations in which questions are presented under it and has the authority to
interpret this Code in any particular situation. However, notwithstanding the
foregoing, the Audit Committee (the "COMMITTEE") is responsible for granting
waivers(2) and determining sanctions, as appropriate, and any approvals,
interpretations or waivers sought by the Corporation's principal executive
officers or directors will be considered by the Committee.

        The Corporation will follow these procedures in investigating and
enforcing this Code:

   o    the President will take any action he considers appropriate to
        investigate any actual or potential violations reported to him;

   o    if, after such investigation, the President believes that no violation
        has occurred, the President shall meet with the person reporting the
        violation for the purposes of informing such person of the reason for
        not taking action;


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2       Instruction 2 to Item 10 of Form 8-K defines "waiver" as "the approval
        by the registrant of a material departure from a provision of the code
        of ethics" and "implicit waiver," which must also be disclosed, as "the
        registrant's failure to take action within a reasonable period of time
        regarding a material departure from a provision of the code of ethics
        that has been made known to an executive officer" of the registrant.

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   o    any matter that the President believes is a violation will be reported
        to the Committee;

   o    if the Committee concurs that a violation has occurred, it will inform
        and make a recommendation to the Board, which will consider appropriate
        action, which may include review of, and appropriate modifications to,
        applicable policies and procedures; notification to appropriate
        personnel of the Corporation; or dismissal of the Covered Person as an
        officer of the Corporation;

   o    the Committee will be responsible for granting waivers, as appropriate;
        and

   o    any changes to or waivers of this Code will, to the extent required, be
        disclosed as provided by SEC rules.

        The Committee, in determining whether waivers should be granted and
whether violations have occurred, and the President, in rendering decisions and
interpretations and in conducting investigations of potential violations under
the Code, may, at their discretion, consult with such other persons as they may
determine to be appropriate, including, but not limited to, a senior legal
officer of the Corporation, counsel to the Corporation, independent auditors or
other consultants, subject to any requirement to seek pre-approval from the
Corporation's Committee for the retention of independent auditors to perform
permissible non-audit services.

V.      WAIVERS

        An executive officer or director may request a waiver of any of the
provisions of this Code by submitting a written request for such waiver to the
Committee setting forth the basis for such request and explaining how the waiver
would be consistent with the standards of conduct described herein. The
Committee shall review such request and make a determination thereon in writing,
which shall be binding.

        In determining whether to waive any provisions of this Code, the
Committee shall consider whether the proposed waiver is consistent with honest
and ethical conduct.

        The President shall submit an annual report to the Board regarding
waivers granted.

VI.     OTHER POLICIES AND PROCEDURES

        This Code shall be the sole code of ethics adopted by the Corporation
for purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms
applicable to it thereunder. Insofar as other policies or procedures of the
Corporation govern or purport to govern the behavior or activities of the
Covered Persons who are subject to this Code, they are superseded by this Code
to the extent that they overlap or conflict with the provisions of this Code.

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VII.    AMENDMENTS

        Any amendments to this Code, other than amendments to Exhibit A, must be
approved or ratified by a majority vote of the Corporation's Board, including a
majority of independent directors.


VIII.   CONFIDENTIALITY

        All reports and records prepared or maintained pursuant to this Code
will be considered confidential and shall be maintained and protected
accordingly. Except as otherwise required by law or this Code, such matters
shall not be disclosed to anyone other than the Board and its counsel, or
independent auditors or other consultants referred to in Section IV above.

IX.     INTERNAL USE

        The Code is intended solely for the internal use by the Corporation and
does not constitute an admission, by or on behalf of any person, as to any fact,
circumstance, or legal conclusion.


Date:  April 24, 2006

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                                    EXHIBIT A
                             (as of April 24, 2006)

Principal Executive Officer: Stephen Beaumont (President and Chief Executive
Officer)

Principal Financial Officer: Steven Crowther (Senior Vice President and Chief
Financial Officer)

Principal Accounting Officer or person performing similar functions: Richard
Lepik (Controller)