Exhibit 14
                                                                  Code of Ethics
                       CODE OF ETHICS AND BUSINESS CONDUCT


The core purpose of Win Win Gaming,  Inc.  (the  "Company")  is to engage in the
business of  developing,  owning and  operating  lotteries,  casinos and related
resort  facilities.  In pursuit of this goal,  the Company is  committed  to the
highest  standards  of ethical  business  conduct.  The Board of  Directors  has
adopted  this Code of Ethics  and  Business  Conduct  (the  "Code")  as a set of
guidelines for Company  directors,  officers and employees,  intended to promote
ethical  behavior  and to  provide  guidance  to help  directors,  officers  and
employees recognize and deal with ethical issues.


1.0 PURPOSE
The purpose of this the Code is to summarize  the  principles  that are to guide
each and every one of our business  transactions.  Simply stated, every employee
must  follow  these   standards.   The  Company   views  this  as  the  personal
responsibility of every employee within the Company.

2.0 SCOPE
The Code shall apply to all Company employees and Company  subsidiary  employees
worldwide. The term "employee" as used in this Policy includes all employees and
officers of the Company and of the Company subsidiaries.

Additionally,  this Code  applies to members  of the Board of  Directors  of the
Company,  and to directors of all the Company  subsidiaries  with respect to any
activities  undertaken  in  carrying  out duties as a director or  otherwise  on
behalf of the Company.  Therefore,  the term  "employee"  as used in this Policy
also applies to directors with respect to such activities.

3.0 RESPONSIBILITY
This Code is owned by the Corporate Legal Department. The Code
will be administered by the Company's Human Resources, Internal
Audit and Legal departments.

4.0 POLICY

INTRODUCTION
Integrity has long been a hallmark of the Company.  It characterizes  everything
we do.  In fact,  it is our  first  core  value.  The most  important,  the most
fundamental core value, and the one to never, never compromise on, is integrity.
Integrity is the basis for everything within the Company.

Accordingly, integrity is the keystone of the Code. Without the integrity of its
employees,  the Company's strong reputation in the industry would not exist. Our
reputation is the lifeline of our Company.  It is the  foundation  upon which we
build relationships with our customers, business partners, suppliers, investors,
and each other.

Through  honesty and respect,  employees at every level have endeavored to build
the Company's  reputation for fair and honest dealing.  As the Company continues
to grow, it is essential to maintain and build upon our solid reputation.  Doing
so will  open  the door to  achieving  the  Company's  other  two  core  values:
execution excellence and leadership.


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      4.1 POLICY

            4.1.1 GENERAL
            The  Company  will  conduct  our  business  in  accordance  with all
            applicable  federal,  state and local laws and regulations,  and the
            laws  of  foreign  countries  where  we  transact  business.   Legal
            compliance  is only a part of our ethical  responsibility,  however,
            and should be viewed as the minimum acceptable standard of conduct.


            The Company  strives to act with the utmost  integrity,  not just in
            our most  important  corporate  decisions,  but in the  thousands of
            actions taken every day by our employees worldwide.  Ethical conduct
            is a high ideal,  but often just means  exercising  common sense and
            sound  judgment.  Acting  ethically  will  help us  become  a better
            company, a better partner with our customers, and a better corporate
            citizen.

            4.1.2 HONEST DEALING
            All  employees  are  expected to be honest and  forthright  in their
            interactions  with  one  another  and in  dealings  with  customers,
            suppliers, business partners and shareholders.  The Company will not
            condone  dishonesty or deceitful actions in any form. This includes,
            but is not  limited  to,  making  misrepresentations  to  customers,
            changing customer  documents,  making false or misleading entries on
            the  Company's  books or  ledgers,  inflating  expense  reports,  or
            falsely  recording  hours worked on time cards.  In particular,  the
            importance  of  accuracy in  record-keeping  and  reporting  and the
            Company's  expectations relating thereto are discussed more fully in
            Section 4.1.9 below.

            4.1.3  RESPECT  IN THE  WORK  ENVIRONMENT  The  Company  strives  to
            maintain a workplace  where all  employees are treated with dignity,
            fairness and respect.  Harassment or discrimination based upon race,
            color, religion,  gender, age, national origin,  disability,  sexual
            orientation,  veteran or marital status, or any other characteristic
            protected by law is unacceptable and will not be tolerated.

            Other  activities  that are prohibited  because they are clearly not
            conducive to a respectful  work  environment are threats of physical
            harm,  violent  behavior,  or  possessing  weapons  while on Company
            premises.  Furthermore,  being  under the  influence  of  alcohol or
            illegal drugs while at work is strictly forbidden.

            4.1.4 GRATUITIES
            Building  strong  relationships  with  customers is essential to the
            Company's  business.  Socializing with customers and suppliers is an
            integral part of building those relationships. Common sense and good
            judgment  should  always be  exercised  in  providing  or  accepting
            business meals and entertainment or nominal gifts, however.


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            While  individual  circumstances  differ,  the overriding  principle
            concerning  gratuities  is not to give or accept  anything  of value
            that could be perceived as creating an obligation on the part of the
            recipient  (whether a Company  employee or a customer)  to act other
            than in the best  interests  of his or her  employer or otherwise to
            taint the  objectivity of the  individual's  involvement.  It is the
            responsibility   of  each  employee  to  ensure  that  providing  or
            accepting a gratuity is appropriate under the circumstances. When in
            doubt, err on the side of prudence.

            4.1.5  HANDLING  COMPANY AND CUSTOMER  ASSETS  Company  property and
            customers'  property with which the Company has been  entrusted must
            be used and  maintained  properly  with care taken to guard  against
            waste and abuse.  Appropriate use of Company and customer  property,
            facilities,  and equipment is every  employee's  responsibility.  Of
            course,  stealing or  misappropriating  Company or customer property
            will not be tolerated. Likewise, the removal or borrowing of Company
            or customer property without permission is prohibited.

            4.1.6 CONFLICTS OF INTEREST Although employees are generally free to
            engage in personal financial and business transactions, this freedom
            is not without  constraints.  Every  employee must avoid  situations
            where loyalties may be divided  between the Company's  interests and
            the employee's  own  interests.  Employees also should seek to avoid
            even the  appearance  of a conflict of  interest.  If an employee is
            considering engaging in a transaction or activity that may present a
            conflict of interest or the appearance of a conflict of interest the
            employee should disclose the matter and obtain appropriate approvals
            before engaging in such transaction or activity.

            For employees,  examples of potential  conflicts of interest include
            accepting  concurrent  employment with, or acting as a consultant or
            contractor to, any Company competitor, customer or supplier; serving
            on the board of  directors or  technical  advisory  board of another
            entity; or holding a significant  financial  interest in any Company
            competitor, customer or supplier.

            It is recognized that directors of the Company  entities who are not
            employees may engage in outside  activities with, or have duties to,
            other entities, as employees,  directors,  consultants or otherwise.
            Such  activities  and duties  generally do not in and of  themselves
            constitute a conflict of  interest,  and in fact are valuable to the
            Company  because of the  experience  and  perspective  that  outside
            directors  offer to the  Company  as a result  of these  activities.
            Directors  are expected to exercise  sound  judgment with respect to
            the  relationship   between  their  outside   activities  and  their
            responsibilities to The Company, and at all times to act in a manner
            consistent  with their duties of care and loyalty,  as well as other
            applicable  legal  standards   governing  the   responsibilities  of
            directors. Directors should err on the side of caution in disclosing
            to the Board  relationships  that may  constitute,  or may appear to


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            constitute,  an actual or potential conflict of interest, and may be
            required  to abstain  from  involvement  as a Board  member or as an
            employee,  director,  consultant,  or other affiliation with another
            entity, in a particular matter.  Outside directors also should fully
            disclose their  relationship with the Company to other entities with
            whom they have a relationship.

            For  further  clarification  as to what  constitutes  an  actual  or
            potential  conflict of interest  and whether  engaging in an outside
            activity  must be  disclosed  to the  Company,  please  refer to the
            Company General Counsel.

            4.1.7  SAFEGUARDING  CONFIDENTIAL  INFORMATION  As  a  condition  of
            employment  with the  Company,  each  employee is required to sign a
            Proprietary  Information  and Inventions  Agreement.  This agreement
            creates  an  obligation  on the part of each and every  employee  to
            protect the Company'  proprietary  information,  which includes such
            things  as  business,   financial,  research  and  development,  and
            personnel information.


            Confidential  information also includes any proprietary  information
            shared with the Company by our customers and business  partners,  or
            information  that has been acquired by an employee during the course
            of working for a former  employer.  Company  employees have an equal
            obligation to protect against the unauthorized  disclosure or misuse
            of such third party confidential information.


            For  further  clarification  on handling  confidential  information,
            please discuss this with the Company General Counsel.


            4.1.8 INSIDER TRADING
            The Company  believes  in an open  culture in which  information  is
            widely shared. As a result, during the course of employment, Company
            employees  may have  access  to  non-public  information  about  the
            Company  which,  if known to the  public,  might  affect  investors'
            decisions to buy, sell or hold securities issued by the Company.


            Under  the  Company's  insider  trading  policy,  trading  while  in
            possession of such material  non-public  information  i.e.,  insider
            trading,  is prohibited.  Insider  trading is also prohibited by the
            federal securities laws.  Engaging in insider trading is grounds for
            discipline up to and including termination, and may subject both the
            individual and the Company to civil and criminal penalties.


            Any  questions  of this  nature  should be  directed  to the Company
            General Counsel.


            4.1.9 PUBLIC  REPORTING  REQUIREMENTS  Accounting and other business
            records  are relied upon in the  preparation  of reports the Company


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            files with certain government  agencies,  such as the Securities and
            Exchange  Commission (SEC).  These reports must contain full, timely
            and understandable  information and accurately reflect our financial
            condition and results of operations.


            Employees  who  collect,  provide  or  analyze  information  for  or
            otherwise  contribute  in any way in preparing  or  verifying  these
            reports  must strive to ensure that our  financial  disclosures  are
            accurate and verifiable,  thus to enable  shareholders and potential
            investors  to assess the  soundness  and risks of our  business  and
            finances  and  the  quality  and  integrity  of our  accounting  and
            disclosures.  The integrity of our public  disclosures depend on the
            accuracy and completeness of our records. To that end:

            o     All business  transactions  must be  supported by  appropriate
                  documentation  and  reflected  accurately  in  our  books  and
                  records;
            o     No  entry  be made  that  intentionally  mischaracterizes  the
                  nature or proper accounting of a transaction;
            o     No Company  employee  may take or  authorize  any action  that
                  would cause our financial  records or  disclosures  to fail to
                  comply with  generally  accepted  accounting  principles,  the
                  rules and  regulations  of the SEC or other  applicable  laws,
                  rules and regulations;
            o     All employees must cooperate fully with our independent public
                  accountants  and  counsel,  respond  to their  questions  with
                  candor and provide them with complete and accurate information
                  to help  ensure  that our  books and  records,  as well as our
                  reports filed with the SEC, are accurate and complete; and
            o     No employee  should  knowingly make (or cause or encourage any
                  other person to make) any false or misleading statement in any
                  report  filed  with the SEC or  other  government  agency,  or
                  knowingly  omit (or cause or  encourage  any  other  person to
                  omit) any information  necessary to make the disclosure in any
                  of our reports accurate in all material respects.

            Any employee who becomes aware of any departure from these standards
            has a  responsibility  to report his or her knowledge  promptly to a
            manager,  the  Company's  Chief  Financial  Officer  and/or  to  the
            Company's Internal Audit or Legal departments.

            4.1.10 CORPORATE OPPORTUNITIES

            In carrying out their duties and responsibilities,  employees should
            endeavor to advance the legitimate interests of the Company when the
            opportunity to do arises. All employees (Directors, Officers and the
            like)   should   avoid:   (a)  taking  for   themselves   personally
            opportunities  that are  discovered in carrying out their duties and
            responsibilities  to the  Company;  (b) using  Company  property  or
            information,  or  their  position  as  directors  or  officers,  for


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            personal gain;  and (c) competing  with the Company,  in each of the
            foregoing cases, to the material  detriment of the Company.  Whether
            any of the  foregoing  actions is to the  material  detriment of the
            Company will be  determined  by the Board of Directors  based on all
            relevant  facts  and  circumstances,  including  in the  case of the
            foregoing clause (a), whether the Company has previously declined to
            pursue such proposed opportunity for its own benefit.

            4.1.11 FAIR DEALING

            In carrying out their duties and responsibilities  (including, among
            others,  the appointment of senior management of the Company and the
            setting  of  policies  pursuant  to  which  the  Company  operates),
            directors  and officers  should  promote fair dealing by the Company
            and its employees and agents with customers, suppliers,  competitors
            and employees.

      4.2 ADMINISTRATION OF POLICY

            4.2.1 IMPLEMENTATION
            A copy of this Code will be furnished to each Company  employee upon
            commencement of employment  with the Company.  All employees will be
            required  to sign a  statement  acknowledging  receipt of, and their
            affirmation to abide by, the Code.

            In addition, each non-employee member of the Board of Directors of a
            Company  entity will be  required to sign a statement  acknowledging
            receipt of and an affirmation to abide by the Code.

            The Human Resources  department shall incorporate an overview of the
            Code into the agenda for New Employee Orientation.

            4.2.2 COMPLIANCE AND VIOLATIONS
            All Company  employees  are expected to comply fully with this Code.
            Employees  who  violate  this Code will be subject  to  disciplinary
            action, up to and including immediate termination of employment.

            4.2.3 PROCEDURE FOR REPORTING UNETHICAL CONDUCT & ENFORCEMENT
            The Company  observes an open-door  policy.  If an employee  becomes
            aware of or suspects that unethical or illegal  conduct has occurred
            or is about to occur, the employee should notify the Company General
            Counsel without delay.

            Reports  of  unethical  or illegal  conduct  shall be  promptly  and
            thoroughly  investigated  by  either  or  both  the  Internal  Audit
            Department  or  the  Legal  Department,  as  appropriate  under  the
            circumstances.

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            All information  regarding  suspected ethical violations or unlawful
            activity will be received on a  confidential  basis.  While complete
            confidentiality  cannot  be  guaranteed,   confidentiality  will  be
            maintained   to  the  extent   possible   in   conducting   internal
            investigations  and,  where  action is  warranted,  in carrying  out
            disciplinary measures.

            Employees  who report  unethical  conduct in good faith are  assured
            they may do so without  fear of  retribution.  The Company  will not
            tolerate  adverse  actions  being taken  against an employee for the
            good faith  reporting of violations of law or Company  policies,  or
            for participating in internal investigations.

            4.2.4 WAIVERS AND  DISCLOSURES
            This  Code  shall  be  made  available  to the  public  through  all
            applicable  disclosures  required  by the  Securities  and  Exchange
            Commission (SEC) or other applicable law. Waiver of any provision of
            this Code for  directors or officers of the Company must be approved
            in writing by the Board of  Directors  of the Company  and  promptly
            disclosed  as  required by  applicable  law,  rules or  regulations.
            Waiver  of  any   provision   of  this  Code  with  respect  to  any
            non-executive  employee  must be  approved in writing by the General
            Counsel.


5.0 CODE OF ETHICS FOR SENIOR FINANCIAL OFFICERS (TO COMPLY WITH
SARBANES-OXLEY SS.406)

PREFACE
The  chief  executive  officer,  chief  financial  officer,  comptroller,  chief
accounting  officer  or  persons  performing  similar  functions  (collectively,
"Senior  Financial  Officers")  hold an important and elevated role in corporate
governance.  [As  part  of the  Corporate  Leadership  Team,  ]Senior  Financial
Officers  are vested  with both the  responsibility  and  authority  to protect,
balance,  and preserve  the  interests  of all of the  enterprise  stakeholders,
including  shareholders,  clients,  employees,  suppliers,  and  citizens of the
communities in which business is conducted.  [With the  participation  of all of
the company's employees,  ]Senior Financial Officers fulfill this responsibility
by  prescribing  and  enforcing  the  policies  and  procedures  employed in the
operation of the enterprise's financial  organization,  and by demonstrating the
following:

      5.1 HONEST AND ETHICAL CODUCT

      Senior Financial  Officers will exhibit and promote the highest  standards
      of honest and ethical conduct through the  establishment  and operation of
      policies and procedures that:

      o     Encourage  and reward  professional  integrity in all aspects of the
            financial  organization,  by eliminating inhibitions and barriers to
            responsible  behavior,  such  as  coercion,  fear  of  reprisal,  or


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            alienation from the financial organization or the enterprise itself.
      o     Prohibit and  eliminate  the  appearance  or occurrence of conflicts
            between  what is in the best  interest  of the  enterprise  and what
            could result in material personal gain for a member of the financial
            organization, including Senior Financial Officers.
      o     Provide a  mechanism  for  members of the  finance  organization  to
            inform senior management of deviations in practice from policies and
            procedures governing honest and ethical behavior.
      o     Demonstrate  their personal support for such policies and procedures
            through periodic  communication  reinforcing these ethical standards
            throughout the finance organization.

      5.2 FINANCIAL RECORDS AND PERIODIC REPORTS

      Senior  Financial  Officers  will  establish  and  manage  the  enterprise
      transaction and reporting systems and procedures to ensure that:

      o     Business  transactions  are properly  authorized  and completely and
            accurately recorded on the Company's books and records in accordance
            with Generally Accepted Accounting Principles (GAAP) and established
            company financial policy.
      o     The  retention  or proper  disposal of Company  records  shall be in
            accordance  with  established   enterprise  financial  policies  and
            applicable legal and regulatory requirements.
      o     Periodic financial communications and reports will be delivered in a
            manner that facilitates the highest degree of clarity of content and
            meaning  so that  readers  and users  will  quickly  and  accurately
            determine their significance and consequence.

      5.3 COMPLIANCE WITH APPLICABLE LAWS, RULES AND REGULATIONS

      Senior Financial Officers will establish and maintain mechanisms to:


      o     Educate members of the finance organization about any federal, state
            or  local  statute,  regulation  or  administrative  procedure  that
            affects the operation of the finance organization and the enterprise
            generally.
      o     Monitor  the  compliance  of  the  finance   organization  with  any
            applicable   federal,   state  or  local   statute,   regulation  or
            administrative rule
      o     Identify,  report and  correct in a swift and  certain  manner,  any
            detected deviations from applicable federal,  state or local statute
            or regulation.








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