**Exhibit 14**

 

**UNI-PIXEL INC.**

**CODE OF BUSINESS ETHICS AND CONDUCT**

 

**GoverningPrinciples**

 

This Code of Business Ethicsand Conduct is designed to promote:

 

•         Honest and ethicalconduct, including the ethical handling of actual or apparent conflicts ofinterest between personal and professional relationships;

 

•         Avoidance of conflicts ofinterest, including disclosure of any material transaction or relationship thatreasonably could be expected to give rise to such conflict;

 

•         Full, fair, accurate,timely and understandable disclosure in periodic reports and other filings withthe Securities and Exchange Commission and in other public communications made bythe Company;

 

•         Compliance withapplicable governmental law, rules and regulations;

 

•         The prompt internalreporting of violations of this Code; and

 

•         Accountability foradherence to this Code.

 

**ProfessionalConduct**

 

Our stockholders,our customers and other parties with whom we do business have very strong viewsabout our Company, and as its stewards, we need to promote values and behavior thatenhance the Company’s reputation within the community.  It is highly important that our directors andofficers conduct all of their professional and business activities withcomplete integrity, fair dealing and otherwise in a manner that inspires theconfidence and trust of our stockholders and customers.  Bare compliance with minimum legalrequirements is not enough.  The ability ofthe Board of Directors and management to lead this organization can be impairedif the public perceives any of the members of our Board or management asfailing to live up to the high standards that we establish for ourselves.

 

**Conflictsof Interest**

 

All directors and officers of the Company shall conduct their personalbusiness and private affairs to avoid any potential conflict of interestbetween themselves and the Company, and shall take immediate and appropriateaction to resolve any conflict of interest which actually arises. The term “conflictof interest” includes any situation where the personal activities and financialaffairs of a director or officer may adversely influence his or her judgment inthe performance of his or her duties for the Company.

 

In order to avoid situations which potentially give rise to a conflictof interest, directors and officers shall not engage in any of the followingactivities, unless authorized by a prior,

 

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writtenresolution of the Board of Directors following full disclosure to the Board bythe affected director or officer:

 

•         Use their position as a directoror officer, or any knowledge or information obtained therefrom, for personal orfinancial gain, except as they are otherwise compensated by the Company;

 

•         Directly or indirectlyengage in any activity (whether as director, officer, principal, employee,agent or consultant) or own, directly or indirectly, an ownership interest inany entity (whether as a stockholder, member, partner or sole proprietor) whichcompetes with the existing, planned or potential business of the Company;

 

•         Own any ownershipinterest either directly (whether as a stockholder, member, partner or soleproprietor) or indirectly (whether through an immediate family member, trust orother arrangement) in any entity which supplies goods or services to theCompany provided that stock ownership in a publicly traded corporation shall bepermitted if the ownership does not exceed one percent of the outstanding stockof the corporation;

 

•         Accept any gift of goodsor services from any person which is intended to, or which may, influence oraffect the judgment of the director or officer concerning the Company’s affairs;or

 

•         Engage in any otheractivity or take any other action where the interests of the director or officermay compete or conflict with the interests of the Company.

 

All directors and officers shall report to the Board of Directors anyfacts or circumstances which they know have resulted or will result in aconflict of interest. The Board of Directors has the ultimate and finalresponsibility for determining whether a potential or actual conflict ofinterest exists and what action, if any, should be taken to protect theCompany.

 

**Confidentiality**

 

Officers and directors of the Company are expected to keep all nonpublicinformation regarding the Company or its business, employees, customers andsuppliers confidential, unless disclosure has been authorized by the Board ofDirectors or they have been advised by counsel that disclosure is required bylaw.  Officers and directors are alsoexpected to take steps to prevent the unintentional disclosure of confidential information.Confidential information includes plans to buy or sell the Company, advertisingand marketing plans, research and development, financial information, employmentmatters, supplier and customer information, and other information which is notgenerally known to the public.  Officersand directors are obligated to keep all nonpublic information confidential evenif their employment with the Company ends.

 

**CorporateOpportunities**

 

Officers anddirectors are prohibited from utilizing confidential information regarding theCompany or its business, employees, officers, directors, customers, consumersor suppliers for personal benefit or disclosing such information to any personsoutside of their normal duties as an officer or director, including, withoutlimitation, acting on behalf of the Company in any

 

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transaction in which theofficer or director or a member of his or her immediate family has asignificant direct or indirect financial interest.

 

**InsiderTrading**

 

It is bothunethical and illegal to buy, sell, trade or otherwise participate intransactions involving securities of the Company while in possession of materialinformation concerning the Company that has not been released to the generalpublic.  Securities laws may be violatedif any officer or director, or any of his or her relatives or friends, trade insecurities of the Company or any of its vendors while in possession of such “inside”information.

 

**FairDealing**

 

Each officerand director should endeavor to deal fairly with the employees, customers, consumers,suppliers, competitors and other officers and directors of the Company.  No officer or director should take unfairadvantage of any person through manipulation, concealment, abuse of privilegedinformation, misrepresentation of material facts or any other unfair dealingpractice.

 

**Gifts andEntertainment**

 

The purpose ofbusiness entertainment and gifts in a commercial setting is to create good-willand to further working relationships. Any gift that is excessive and has the potential to unduly influencejudgment should not be given or accepted. Gifts from suppliers or customers should not be solicited.  Moreover, gifts of cash or cash equivalentsare prohibited.  Non-monetary,unsolicited gifts may not be accepted or given unless:

 

•                                          Thegifts are items of nominal intrinsic value (*i.e.*, meals andrefreshments, tickets to sporting events, small holiday gifts)

 

•                                          Thegifts do not create an express or implied understanding that the recipient isin any way obligated or

 

•                                          Thegifts are low cost advertising and promotional materials clearly marked withcompany or brand names (*i.e.,* companypens, cups, etc.)

 

Employees mustreport to their supervisor any frequent gifts or offers of gifts received fromone source and any offer of a gift even if not accepted that appears unusual orexcessive.

 

**Paymentsto Government Personnel**

 

The U.S.Foreign Corrupt Practices Act prohibits the giving of anything of value,directly or indirectly, to officials of foreign governments or foreignpolitical candidates in order to obtain or retain business.  Illegal payments to government officials ofany country are strictly prohibited.

 

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In addition,the U.S. Government has a number of laws and regulations regarding businessgratuities which may be accepted by U.S. Government personnel.  The promise, offer or delivery to an officialor an employee of the U.S. Government of a gift, favor or other gratuity is aviolation of these rules and may not only violate Company policy but may alsobe a criminal offense.  State and localgovernments, as well as foreign governments, may have similar rules.

 

**Fair andAccurate Record Keeping**

 

The Company iscommitted to producing full, fair, accurate, timely and understandabledisclosure in reports and documents that it files with or submits to theSecurities and Exchange Commission and other regulators.  Accordingly, the Company requires honest andaccurate recording and reporting of information.  All of the Company’s books, records, accountsand financial statements must be maintained in reasonable detail, mustappropriately reflect the Company’s transactions and must conform both toapplicable legal requirements and to the Company’s system of internalcontrols.  By way of example, unrecordedor “off the books” funds or assets should not be maintained.  Only the true and actual number of hours workedshould be reported, and business expense accounts must be documented andrecorded accurately.

 

Businessrecords and communications sometimes become public.  Accordingly, we should avoid exaggeration,derogatory remarks, guess work or inappropriate characterization of people andcompanies that may be misunderstood. This applies equally to email, internal memos, and formal reports.  Reports should always be retained ordestroyed according to the Company’s record retention policies.  Inappropriate access or modifications to orunauthorized destruction of accounting or other business records isprohibited.  These prohibitions apply toall business records and data, regardless of whether such data and records arein written form or electronically stored.

 

**Protectionand Proper Use of Company Property**

 

Officers anddirectors should endeavor to protect the property and assets of the Company andensure their efficient and proper use. Theft, carelessness and waste of any property or other assets of theCompany have a direct impact on the Company’s profitability.  Any suspected incident of fraud or theftshould be reported immediately for proper handling.  Company equipment should not be used fornon-Company business, though incidental personal use may be permitted.

 

**Reportingof Illegal or Unethical Behavior**

 

Any officer ordirector who has knowledge of or suspects a violation of this Code by anyofficer or director of the Company is expected to send anonymously a letter orother correspondence disclosing the known or suspected violation to the Companyat 8708 Technology Forest Place, The Woodlands, Texas  77381, Attn: CFO.  All such correspondence will be received andreviewed confidentially by a person designated by the Board of Directors of theCompany.

 

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**Administrationand Waiver of this Code**

 

Officers anddirectors of the Company are expected to adhere to the policies set forth inthis Code.  In rare circumstances,conflicts may arise that necessitate waivers. There shall be no waiver of any part of this Code, except by a vote ofthe Board of Directors or a designated committee, which will ascertain whethera waiver is appropriate and ensure that the waiver is accompanied byappropriate controls designed to protect the Company.  Any waiver and the grounds for such waivershall be promptly disclosed to the stockholders by the Company on a Form 8-K.

 

**Accountabilityfor Adherence to this Code**

 

All directorsand officers shall report to the Board of Directors of the Company any facts orcircumstances which they know have resulted or will result in a violation ofthis Code. The Board of Directors has the ultimate and final responsibility fordetermining whether a potential or actual violation exists and will take whateverdisciplinary or other action it deems appropriate to protect the Company,including, without limitation, requiring the resignation of the affecteddirector or officer.

 

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