**Exhibit 14**

**CODE OF ETHICS FOR SENIOREXECUTIVEOFFICER AND SENIOR FINANCIAL OFFICERS**

In addition to the Code of Business Conduct and Ethicsof ARS Networks, Incorporated (the "Company") that apply to all employees anddirectors of the Company, the CEO and all financial officers, including theprincipal financial officer and the principal accounting officer, are bound bythe provisions set out below.  Collectively the Officers of the Company to whomthis Code of Ethics applies are called "the Officers".

1.                   The Officers are responsible for full, fair, accurate, timely andunderstandable disclosure in all periodic reports and financial disclosuresrequired to be filed by the Company with the SEC or disclosed to shareholdersand/or the public.

2.                   Therefore, the Officers shall immediately bring to the attention of theAudit Committee, [or Disclosure Compliance Officer], any material informationof which the employee becomes aware that affects the disclosures made by theCompany in its public filings and assist the Audit Committee [or DisclosureCompliance Officer] in fulfilling its responsibilities for full, fair,accurate, timely and understandable disclosure in all periodic reports requiredto be filed with the SEC.

3.                   Each of the Officers shall immediately bring to the attention of theAudit Committee [or Disclosure Compliance Officer] any information he may haveconcerning:

(a)                defects, deficiencies, or discrepancies related to the design oroperation of internal controls which may affect the Company's ability toaccurately record, process, summarize, report and disclose its financial dataor

(b)                any fraud, whether or not material, that involves management or otheremployees who have influential roles in the Company's financial reporting,disclosures or internal controls.

4.                   The Officers shall promptly notify the Company's General Counsel, or theCEO as well as the Audit Committee of any information he or she may haveconcerning any violation of the Company's Code of Ethics, including any actualor apparent conflicts of interest between personal and professionalrelationships, involving any management or other employees who have asignificant role in the Company's financial reporting, disclosures or internalcontrols.

5.                   The Officers shall immediately bring to the attention of the GeneralCounsel or the CEO and the Audit Committee any information he or she may haveconcerning evidence of a material violation of the securities or other laws,rules or regulation applicable to the Company and the operation of itsbusiness, by the Company or any agent of the Company.

6.                   The Board of Directors shall determine, or designate appropriate personsto determine, the appropriate actions to be taken in the event of a reportedviolation of the Code of Ethics.  The actions taken shall be designed to deterwrongdoing and to promote accountability for adherence to the Code of Ethics. Such action may include a written notice to the individual involved that theBoard has determined that there has been a violation, censure by the Board,demotion or re-assignment of the individual involved, suspension without pay orbenefits (as determined by the Board) and termination of employment.

In determining what action should be taken, the Board,or its designee, shall take into account all relevant information, including

-  the nature and severity of theviolation, 
-  whether the violation was asingle occurrence or repeated occurrences, 
-  whether the violation appears tohave been intentional or inadvertent, 
-  whether the individual in questionhad been advised prior to the violation as to the proper course of action and 
-  whether or not the individual inquestion has committed other violations in the past.