**Exhibit 14**

**CODE OF BUSINESS CONDUCT AND ETHICS**

**Adopted by the Board of Directors on November 23,2004**

*1.   Overview*

This Code of Business Conduct and Ethics covers a widerange of business practices and procedures and outlines the broad principles ofethical business conduct adopted by Medicsight, Inc and its subsidiaries (“Medicsight”or the “Company”). The collection of policies and guidelines embodied in theCode apply to all of Medicsight’s employees, officers, directors andconsultants. Since no written policy can set forth the appropriate action forall business situations, this Code describes a general standard of ethicalconduct that must permeate all of Medicsight’s business dealings andrelationships.

If a law conflicts with a policy in this Code, youmust comply with the law. If you have any questions about these conflicts, youshould ask your supervisor, the CFO or the Head of Human Resources.

Those who violate thestandards in this Code will be subject to disciplinary action, up to andincluding termination of employment. If you are in a situation that you believemay violate or lead to a violation of this Code, follow the guidelinesdescribed in Section 12 of this Code.

*2.   ComplianceWith Applicable Laws, Rules, and Regulations*

Obeying the law, both inletter and in spirit, is the foundation on which this Company’s ethicalstandards are built. As an international United States-based company,Medicsight is subject to laws, rules, and regulations both in the United Statesand abroad. All employees, officers, directors and consultants must respect andobey the laws of the cities, states and countries in which the Companyoperates. Although not all employees are expected to know the details of theselaws, it is important to know enough to determine when to seek advice fromsupervisors, managers or other appropriate personnel, inasmuch as allemployees, officers, directors and consultants are expected to comply fullywith all laws, rules, and regulations applicable to Medicsight’s businesses andwith all applicable company policies.

*3.   Books andRecords/Payments to Government Officials*

The Company requires honest and accurate recording andreporting of information in order to make responsible business decisions. Allemployees, officers and directors must ensure that all of the Company’s books,records, accounts and financial statements meet the highest standards ofaccuracy and completeness, appropriately reflect the Company’s transactions andconform both to applicable legal requirements and to the Company’s system ofinternal controls. Unrecorded or off the books funds or assets should not bemaintained unless permitted by applicable law or regulation.

Records should always be retained or destroyedaccording to the Company’s record retention policies. In accordance with thosepolicies, in the event of litigation or governmental investigation pleaseconsult your supervisor, the CFO or the Head of Human Resources.

Falsification of any record is prohibited and mistakesshould never be covered up. All mistakes should be immediately and fullydisclosed and corrected. If you detect or suspect improper record keeping, youshould immediately consult your supervisor, the CFO, the Audit Committee or theHead of Human Resources.

Employees should not makeany payment to any government official for the purpose of obtaining orretaining business. Any other payments made to government officials should beapproved in advance by senior management and recorded in the Company’sfinancial records.

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*4.   PublicDisclosure and Reporting*

Medicsight requires full,fair, accurate, timely, and understandable disclosure in reports and documentsfiled with, or submitted to, the Securities and Exchange Commission and otherregulators, and in other public communications made by the Company. Dependingon an individual’s responsibilities at Medicsight, some employees, officersand/or directors may be required to provide information to insure that theCompany’s public records meet this standard. Medicsight expects all individualsto take this responsibility seriously and to provide prompt and accurateanswers to inquiries related to the Company’s public disclosure requirements.

*5.   InsiderTrading*

Persons who have access toconfidential information are not permitted to use or share that information forstock trading purposes or for any other purpose except the conduct of theCompany’s business. All non-public information about the Company or anothercompany should be considered confidential information. To use non-publicinformation for personal financial benefit or to tip others who might make aninvestment decision on the basis of this information is not only unethical butalso illegal. In order to assist with compliance with laws against insidertrading, the Company has adopted a specific policy governing trading in theCompany’s securities by employees, officers and directors. If you have anyquestions, please consult the Company’s CFO or the Head of Human Resources.

*6.   Discriminationand Harassment*

The diversity of theCompany’s employees is a tremendous asset. Medicsight is firmly committed toproviding equal opportunity in all aspects of employment and will not tolerateany illegal discrimination or harassment of any kind. Examples includederogatory comments based on racial or ethnic characteristics and unwelcomesexual advances.

*7.   Health andSafety*

The Company strives toprovide each employee with a safe and healthy work environment. Each employeehas responsibility for following safety and health rules and practices andreporting accidents, injuries and unsafe equipment, practices or conditions.Violence and threatening behavior are not permitted. Employees should report towork in condition to perform their duties, free from the influence of illegaldrugs or alcohol. The use of illegal drugs in the workplace will not betolerated.

*8.   Conflictsof Interest*

It is imperative that all employees, officers anddirectors base their business decisions and actions in the course of theiremployment with or service to Medicsight on the best interest of the Company asa whole, and not based on personal relationships or benefits. A conflict ofinterest exists whenever an individual’s private interests interfere orconflict in any way with Medicsight’s interests or make it difficult to performhis or her Company work objectively and effectively.

Conflicts of interest are prohibited as a matter ofCompany policy, except under guidelines approved by the Board of Directors.

Conflicts of interest may not always be clear-cut, soif you have a question, you should consult your supervisor, the CFO or the Headof Human Resources. Any employee, officer or director who becomes aware of aconflict or potential conflict should bring it to the attention of asupervisor, manager or other appropriate personnel or consult the proceduresdescribed in Section 12 of this Code.

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Any businessopportunities, investments, relationships, or activities that would or couldcause a conflict of interest should be avoided. Guidelines for some of the mostcommon conflict of interest situations are listed below.

*OutsideAffiliations and Interests*

It is almost always aconflict of interest for a Company employee or director to work simultaneouslyfor a competitor, customer, provider or supplier. Unless specifically approvedin writing by the Company, you are not allowed to work for a competitor as anemployee, officer, director or consultant, nor may you acquire a significantownership interest in such an entity. The best policy is to avoid any direct orindirect business connection with our customers, suppliers or competitors,except on our behalf.

*Personal Benefits*

Conflicts of interest mayalso arise when an employee, officer or director, or a member of his or herfamily, receives improper personal benefits as a result of his or her positionin the Company. Loans to, or guarantees of obligations of, employees, officersand directors and their family members may create conflicts of interest.

*Gifts andGratuities*

It is a conflict ofinterest to accept or give gifts that may influence business decisions.Whenever possible, gifts should be refused and they should never be acceptedwhere prohibited by law. However, it is usually permissible to accept non-cashgifts of nominal value. You should use your best judgment in determining if agift is appropriate and should contact the Company’s CFO or the Head of HumanResources.

*CorporateOpportunities*

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

*9.   Competitionand Fair Dealing*

Medicsight seeks to outperform its competition fairlyand honestly. Stealing proprietary information, possessing trade secretinformation that was obtained without the owner’s consent or inducing suchdisclosures by past or present employees of other companies is prohibited. Eachemployee should endeavor to respect the rights of and deal fairly with theCompany’s customers, suppliers and competitors. No employee should take unfairadvantage of anyone through manipulation, concealment, abuse of privilegedinformation, misrepresentation of material facts, or any other intentionalunfair-dealing practice.

The purpose of businessentertainment and gifts in a commercial setting is to create good will andsound working relationships, not to gain unfair advantage with customers. Nogift or entertainment should ever be offered, given, provided or accepted byany Company employee, family member of an employee or agent unless it: (1) isnot a cash gift, (2) is consistent with customary business practices, (3) isnot excessive in value, (4) cannot be construed as a bribe or payoff and (5) doesnot violate any laws or regulations. Please discuss with your supervisor anygifts or proposed gifts which you are not certain are appropriate.

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*10.   Protectionof Company Assets*

All employees, officers,and directors have a responsibility to protect Medicsight’s assets from theft,loss, or misuse and to ensure their efficient use. Theft, carelessness andwaste have a direct impact on the Company’s profitability. Any suspectedincident of fraud or theft should be immediately reported for investigation.Company equipment should not be used for non-Company business, thoughincidental personal use may be permitted. You should use all availableelectronic, technical, physical, procedural, and legal means to protect theCompany’s assets at all times.

*ConfidentialInformation*

It is a violation of the Code of Ethics to discloseconfidential information entrusted to employees, officers and directors by theCompany or its customers, vendors, or partners, except when disclosure isauthorized by the Legal Department or required by laws or regulations.Confidential information includes all non-public information that might be ofuse to competitors, or harmful to the Company or its customers, if disclosed.

All employees, officers,and directors must take reasonable steps to prevent confidential informationfrom being vulnerable to unauthorized access. The obligation to preserveconfidential information continues even after employment ends.

*ProprietaryInformation*

The obligation of employees to protect the Company’sassets includes its proprietary information. Proprietary information includesintellectual property such as trade secrets, patents, trademarks, and copyrights,as well as business, marketing and service plans, software that the Company hasdeveloped, databases, records, salary information and any unpublished financialdata and reports.

Unauthorized use ordistribution of this information would violate Company policy. It could also beillegal and result in civil or even criminal penalties.

*11.   Reportingany Illegal or Unethical Behavior*

Employees, officers and directors who suspect or knowof violations of this Code or unethical business or workplace conduct have aresponsibility to contact the Company’s CFO, the Audit Committee or the Head ofhuman Resources. In addition, if you believe that you have violated this Codeor any applicable law, rule, or regulation, you must report the violation sothat the Company can take appropriate action. The fact that you have reportedthe violation may reduce the adverse consequences for all parties involved.Violations of this Code, including failures to report potential violations byothers, will be viewed as a severe disciplinary matter that may result inpersonal action, including termination of employment.

Any employee may submit a good faith concern regardingquestionable accounting or auditing matters without fear of dismissal orretaliation of any kind.

To the extent feasible, all such communications willbe kept confidential. It is the Company’s policy not to allow retaliation forreports of misconduct by others made in good faith by employees.

Employees are expected tocooperate in internal investigations of misconduct.

*12.   ComplianceProcedures*

We must all work to ensure prompt and consistentaction against violations of this Code. However, in some situations it isdifficult to know if a violation has occurred. Since the Company cannotanticipate every situation that will arise, it is important to have a way toapproach a new question or problem.

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These are the steps to keep in mind:

Make sure you have all the facts. In order to reachthe right solutions, the Company must be as fully informed as possible.

Ask yourself:   What specifically am I being askedto do? Does it seem unethical or improper? This will enable you to focus on thespecific question you are faced with, and the alternatives you have. Use yourjudgment and common sense; if something seems unethical or improper, itprobably is.

Clarify your responsibility and role. In mostsituations, there is shared responsibility. Are your colleagues informed? Itmay help to get others involved and discuss the problem.

Discuss the problem with your supervisor. This is thebasic guidance for all situations. In many cases, your supervisor will be moreknowledgeable about the question, and will appreciate being brought into thedecision-making process. Remember that it is your supervisor’s responsibilityto help solve problems.

Seek help from Company resources. In the rare casewhere it may not be appropriate to discuss an issue with your supervisor, orwhere you do not feel comfortable approaching your supervisor with yourquestion, discuss it locally with your office manager or the Human Resourcesmanager.

You may report ethical violations in confidence andwithout fear of retaliation. If your situation requires that your identity bekept secret, your anonymity will be protected. The Company does not permitretaliation of any kind against employees for good faith reports of ethicalviolations.

Always ask first, actlater. If you are unsure of what to do in any situation, seek guidance beforeyou act.

*13.   Waiversof the Code of Business Conduct and Ethics*

Any waiver of this Codefor executive officers or directors may be made only by the Board or a Boardcommittee and will be promptly disclosed as required by law or stock exchangeregulation.

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**ADDITIONAL POLICIES APPLICABLEto theCHIEF EXECUTIVE OFFICER AND SENIOR EXECUTIVE AND SENIOR FINANCIAL OFFICERS**

The Company’s ChiefExecutive Officer and senior executive and financial officers are subject tothe following additional specific policies:

1.      TheCompany’s Chief Executive Officer and all senior executive and financialofficers are responsible for full, fair, accurate, timely and understandabledisclosure in the periodic reports required to be filed by the Company with theSecurities and Exchange Commission. Accordingly, it is your responsibilitypromptly to bring to the attention to the Company’s CFO or Audit Committee anymaterial information of which you may become aware that affects the disclosuresmade by the Company in its public filings.

2.      The CEO andeach senior financial officer shall promptly bring to the attention of theAudit Committee (or the full Board of Directors until the Audit Committee isconstituted) any information you may have concerning (a) significantdeficiencies in the design or operation of internal controls which couldadversely affect the Company’s ability to record, process, summarize and reportfinancial data, or (b) any fraud, whether or not material, that involvesmanagement or other employees who have a significant role in the Company’sfinancial reporting, disclosures or internal controls.

3.      The CEOand each senior financial officer shall promptly bring to the attention of theAudit Committee any information you may have concerning any violation of theCode, including any actual or apparent conflicts of interest between personaland professional relationships involving any management or other employees whohave a significant role in the Company’s financial reporting, disclosures orinternal controls.

4.      The CEOand each senior financial officer shall promptly bring to the attention of theAudit Committee (or the full Board of Directors until the Audit Committee isconstituted) any information you may have concerning evidence of a materialviolation of the securities or other laws, rules or regulations applicableto the Company and the operation of its business, by the Company or any agentthereof, or of violation of the Code or of these additional procedures.

5.      The Boardof Directors shall determine, or designate appropriate persons to determine,appropriate actions to be taken in the event of violations of the Code or ofthese additional procedures by the CEO and the Company’s senior financialofficers. Such actions shall be reasonably designed to deter wrongdoing and topromote accountability for adherence to the Code, including, withoutlimitation, these additional procedures, and shall include written notices tothe individual involved that the Board has determined that there has been aviolation, censure by the Board, demotion or re-assignment of the individualinvolved, suspension with or without pay or benefits (as determined by theBoard) and termination of the individual’s employment. In determining whataction is appropriate in a particular case, the Board of Directors or suchdesignee shall take into account all relevant information, including the natureand severity of the violation, whether the violation was a single occurrence orrepeated occurrences, whether the violation appears to have been intentional orinadvertent, whether the individual in question had been advised prior to theviolation as to the proper course of action and whether or not the individualin question had committed other violations in the past.

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