EXHIBIT 14

INTEGRAL VISION, INC.
CODE OF ETHICS

Integral
Vision, Inc. (the Company) has adopted this Code of Ethics (this Code). The
CEO and all senior financial officers, including the CFO and principal
accounting officer or controller, are expected to abide by this Code and the
provisions set forth herein relating to ethical conduct, conflicts of interest
and compliance with law, as well as all business conduct standards and policies
relating to areas covered by this Code which may be adopted by the Board of
Directors (the Board) from time to time.

The CEO, CFO and other senior
financial officers have a special role both to adhere to the principles of
integrity and also to ensure that a culture exists throughout the Company as a
whole that ensures the fair and timely reporting of the Companys financial
results and conditions. Because of this special role, the CEO, CFO, and all
senior financial officers each agrees that he/she will:

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|- | Act with
 honesty and integrity, and avoid conflicts of interest in his or her personal
 and professional relationships that may conflict with the interests of the
 Company or make it difficult to perform his or her Company-related work
 objectively and effectively; provided,
 however, that certain actual or
 apparent conflicts of interest shall be permissible if the contract,
 transaction, relationship or interest is disclosed or made known to the Board
 or the shareholders of the Company prior to such event, which in good faith
 authorizes, approves, or ratifies the contract, transaction, relationship or
 interest in accordance with the bylaws of the Company.                                          
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|- | Provide
 information that is accurate, complete, objective, relevant, timely and
 understandable to ensure full, fair, accurate, timely, and understandable
 disclosure in the reports and documents that the Company files with, or
 submits to, government agencies and in other public communications. Seek to
 involve the audit committee of the Company and/or external auditors to
 resolve ambiguity in terms of determining applications of accounting
 principles and/or reviewing significant accounting estimates.                                                                                                                                                                                                         
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|- | Establish
 and maintain internal controls and procedures and disclose controls and
 procedures designed to assure that financial information is recorded,
 processed and transmitted to those responsible for preparing periodic reports
 and other public communications containing financial information so that they
 are complete, accurate and timely. Oversee the appropriate personnel to help
 ensure that the internal controls and procedures and disclosure controls and
 procedures are being followed. Consult with independent auditors and legal
 counsel from time to time regarding new regulatory pronouncements that may
 require additional controls and establish such additional controls as may be
 appropriate.
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|- | Respect the
 confidentiality of information acquired in the course of his or her work.
 Disclosure of confidential information to those outside of the Company is not
 permitted, except when authorized by the Board or otherwise legally obligated
 to disclose as advised by legal counsel. Confidential information acquired in
 the course of his or her work will not be used for personal advantage.                                                                                                                                                                                                                                                                                                                            
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|- | Comply with
 the rules and regulations of federal, state and local governments, and other
 appropriate private and public regulatory agencies.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|- | Be
 responsible for abiding by this Code. Promptly bring to the attention of the
 audit committee and company counsel any information he or she may have
 concerning evidence of a material violation of the securities or other laws,
 rules or regulations applicable to the Company and the operation of its
 business or of a violation of this Code.                                                                                                                                                                                                                                                                                                                                                                              

The Board
shall determine, or designate appropriate persons to determine appropriate
actions to be taken in the event of violations of this Code by the CEO and the
Companys senior financial officers. Such actions shall be

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reasonably designed to deter
wrongdoing and to promote accountability for adherence to the Code, and may
include written notices to the individual involved that the Board has
determined that there has been a violation, censure by the Board, demotion or
re-assignment of the individual involved, suspension with or without pay or
benefits, and termination of the individuals employment. In determining what
action is appropriate in a particular case, the Board or its designee will take
into account all relevant information, including the nature and severity of the
violation, whether the violation was a single occurrence or repeated
occurrences, whether the violation appears to have been intentional or
inadvertent, whether the individual involved had been advised prior to the
violation as to the proper course of action, and whether or not the individual
in question had committed other violations in the past.

It is the Companys intention
that this Code be its written code of ethics under Section 406 of the
Sarbanes-Oxley Act of 2002 complying with the standards set forth in Securities
and Exchange Commission Regulation S-B Item 406.

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