EXHIBIT 14

# OneSource
Technologies, Inc.

# CODE OF BUSINESS
CONDUCT AND ETHICS

# 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 employees and directors of the OneSource Technologies Inc.
(Company) and any subsidiaries. All Company employees and directors must
conduct themselves accordingly and seek to avoid even the appearance of improper behavior.
In appropriate circumstances, 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, the employee or director must comply with the
law; however, if a local custom or policy conflicts with this Code, the employee or
director must comply with the Code. If an employee or director has any questions about
these conflicts, the employee or director should ask the Chief Executive Officer or Chief
Financial Officer how to handle the situation.

Any
employee or director who violates the standards in this Code will be subject to
disciplinary action. If an employee or director is in a situation that the employee or
director believes may violate or lead to a violation of this Code, the employee or
director should follow the guidelines described in Section 14 of this 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 employees and directors must respect and obey the laws of
the cities, states, and countries in which the Company operates. Although not all
employees and directors 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.

# 2. Conflicts of Interest

A
conflict of interest exists when an individuals private interest
interferes in any way  or even appears to conflict  with the interests of the
Company as a whole. A conflict situation can arise when an employee, officer, or director
takes actions or has interests that may make it difficult to perform his or her work on
behalf of the Company in an objective and effective manner. Conflicts of interest may also
arise when an employee, officer, or director, or a member of his or her family, receives
improper personal benefits as a result of his or her position in the Company. Loans to, or

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guarantees
of obligations of, employees and their family members may create conflicts of interest.

It
is almost always a conflict of interest for a Company employee to work simultaneously for
a competitor, customer, or supplier. An employee is 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 the Companys customers, suppliers, or competitors, except
on the Companys behalf.

Conflicts
of interest are prohibited as a matter of Company policy, except under guidelines approved
by the Board of Directors. Conflicts of interest may not always be clear-cut, so if a
question arises, the employee or director should consult with higher levels of management
or the Companys internal auditor. 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.

# 3. Insider Trading

Employees
or directors who have access to confidential information are not permitted to use or share
that information for stock trading purposes or for any other purpose except the conduct of
the Companys business. All non-public information about the Company should be
considered confidential information. To use non-public information for personal financial
benefit or to tip others who might make an investment decision on the basis of
this information is not only unethical but also illegal. If a question arises, the
employee or director should consult the Companys Chief Operating Officer or Chief
Financial Officer or refer to the Companys Insider Trading Policy.

# 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 of Directors. No employee or director may use corporate
property, information, or position for improper personal gain, and no employee or director
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

The
Company seeks to outperform competitors fairly and honestly. The Company seeks competitive
advantages through superior performance, never through unethical or illegal business
practices. Stealing proprietary information, possessing trade

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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, officer, and director should
endeavor to respect the rights of and deal fairly with the Companys customers,
suppliers, competitors, and employees. No employee, officer, or director should take
unfair advantage of anyone through manipulation, concealment, or abuse of privileged
information, misrepresentation of material facts, or any other intentional unfair-dealing
practice.

To
maintain the Companys valuable reputation, compliance with the Companys
quality processes and safety requirements is essential. In the context of ethics, quality
requires that the Companys products and services meet reasonable customer
expectations. All inspection and testing documents must be handled in accordance with all
applicable regulations.

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. An
employee should discuss with his or her supervisor any gifts or proposed gifts that the
employee is not certain are appropriate.

# 6. Discrimination and
Harassment

The
diversity of the Companys employees is a tremendous asset. The Company is firmly
committed to providing equal opportunity in all aspects of employment and will not
tolerate any illegal discrimination or harassment or any kind. Examples include derogatory
comments based on racial or ethnic characteristics and unwelcome sexual advances.

# 7. Health and Safety

The
Company strives to provide each employee with a safe and healthful 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. Record-Keeping

The
Company requires honest and accurate recording and reporting of information in order to
make responsible business decisions.

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Many
employees regularly use business expense accounts, which must be documented and recorded
accurately. If an employee is not sure whether a certain expense is legitimate, the
employee should ask his or her supervisor or the Companys Chief Financial Officer.

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.

Business
records and communications often become public, and the Company and its employees 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, employees or directors must consult with the
Companys Chief Financial Officer before taking any action because it is critical
that any impropriety or possible appearance of impropriety be avoided.

# 9. Confidentiality

Employees,
officers, and directors 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 or required or mandated 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.

# 10. Protection and
Proper Use of Company Assets

All
employees, officers, and directors should endeavor to protect the Companys assets
and ensure their efficient use. Theft, carelessness, and waste have a direct impact on the
Companys profitability. Any suspected incident of fraud or theft should be
immediately reported for investigation. Company assets should be used for legitimate
business purposes and 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 would violate Company policy. It could also be illegal
and result in civil or even criminal penalties.

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# 11. Payments to
Government Personnel

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.

In
addition, the U.S. government has a number of laws and regulations regarding business
gratuities that may be accepted by U.S. government personnel. The promise, offer, or
delivery to an official or employee of the U.S. government of a gift, favor, or other
gratuity in violation of these rules would not only violate Company policy but could also
be a criminal offense. State and local governments, as well as foreign governments, may
have similar rules.

# 12. Waivers of the Code
of Business Conduct and Ethics

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

# 13. Reporting any
Illegal or Unethical Behavior

Employees
or directors are encouraged to talk to supervisors, managers, or other appropriate
personnel when in doubt about the best course of action in a particular situation.
Employees or directors should report any observed illegal or unethical behavior and any
perceived violations of laws, rules, regulations, or this Code to appropriate personnel.
It is the policy of the Company not to allow retaliation for reports of misconduct by
others made in good faith by employees or directors. Employees or directors are expected
to cooperate in internal investigations of misconduct.

# 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 right from wrong. 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:

| |  | Make
sure you have all the facts. In order to reach the right solutions, we must be as
fully informed as possible.
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| |  | 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
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------

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| |  | with and
the alternatives you have. Use your judgment and common sense; if something seems
unethical or improper, it probably is.
| |  | ---------------------------------------------------------------------------------------------------------------------------------

| |  | 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.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | 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.
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| |  | 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, you may prefer to write and address your concerns to
the Companys Chief Executive Officer or Chief Financial Officer.
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| |  | 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.
The Company does not permit retaliation of any kind against employees or directors for
good faith reports of ethical violations.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Always
ask first, act later: If you are unsure of what to do in any situation, seek guidance
before you act.
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Dated: November 4, 2004