EXHIBIT 14


                       CODE OF BUSINESS CONDUCT AND ETHICS
                                       FOR
                               BSD SOFTWARE, INC.

INTRODUCTION

BSD SOFTWARE, INC. (the "Company") is committed to the highest standards of
legal and ethical conduct. This Code of Business Conduct and Ethics (the "Code")
sets forth the Company's policies with respect to the way we conduct ourselves
individually and operate our business. The provisions of this Code are designed
to deter wrongdoing and to promote honest and ethical conduct among our
employees, officers and directors.

In the course of performing our various roles in the Company, each of us will
encounter ethical questions in different forms and under a variety of
circumstances. Moments of ethical uncertainty may arise in our dealings with
fellow employees of the Company, with customers, or with other parties such as
government entities or members of our community. In achieving the high ground of
ethical behavior, compliance with governmental laws is not enough. Our employees
should never be content with simply obeying the letter of the law, but must also
strive to comport themselves in an honest and ethical manner. This Code provides
clear rules to assist our employees, directors and officers in taking the proper
actions when faced with an ethical dilemma.

The reputation of the Company is our greatest asset and its value relies on the
character of its employees. In order to protect this asset, the Company will not
tolerate unethical behavior by employees, officers or directors. Those who
violate the standards in this Code will be subject to disciplinary action. If
you are concerned about taking an action that may violate the Code or are aware
of a violation by another employee, an officer or a director, follow the
guidelines set forth in Sections 10 and 11 of this Code.

This Code applies equally to all employees, officers and directors of the
Company. All references to employees contained in this Code should be understood
as referring to officers and directors as well.

1. COMPLIANCE WITH LAWS, RULES AND REGULATIONS

Company policy requires that the Company, as well as all employees, officers and
directors of the Company, comply fully with both the spirit and the letter of
all laws, rules and regulations. Whenever an applicable law, rule or regulation
is unclear or seems to conflict with either another law or any provision of this
Code, all employees, officers and directors are urged to seek clarification from
their supervisor, the appropriate compliance official or the Chief Executive
Officer. See Section 11 for contact information. Beyond mere compliance with the
law, we should always conduct our business with the highest standards of honesty
and integrity - wherever we operate.

2. CONFLICTS OF INTEREST

Every employee has a primary business responsibility to the Company and must
avoid conflicts of interest. A conflict of interest arises when an employee
takes actions or enters into relationships that oppose the interests of the
Company, harm the Company's reputation or interfere with the employee's
performance or independent judgment when carrying out any actions on behalf of
the Company. The Company strictly prohibits its employees from taking any action
or entering into any relationship, personal or professional, that creates, or
even appears to create, a conflict of interest.

A conflict situation can arise when a director, officer or employee takes
actions or has interests that may make it difficult to perform his or her work
for the Company objectively and effectively. Conflicts of interests may also
arise when a director, officer or employee, or a member of his or her family,
receives an improper personal benefit as a result of his or her position with
the Company. It may be a conflict of interest for a director, officer or
employee to work simultaneously for a competitor, customer or supplier. The best
policy is to avoid any direct or indirect business connection with our
customers, suppliers or competitors, except on our behalf. Employees must be
sensitive to potential conflicts of interest that may arise and use their best
efforts to avoid the conflict.

In particular, except as provided below, no director, officer or employee shall:

      o     be a consultant to, or a director, officer or employee of, or
            otherwise operate an outside business that:

            >>    markets products or services in competition with our current
                  or potential products and services;

            >>    supplies products or services to the Company; or


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            >>    purchases products or services from the Company;

      o     accept any personal loan or guarantee of obligations from the
            Company, except to the extent such arrangements have been approved
            by the Chief Executive Officer and are legally permissible; or

      o     conduct business on behalf of the Company with immediate family
            members, which include your spouse, children, parents, siblings and
            persons sharing your same home whether or not legal relatives.

Directors, officers and employees must notify the Chief Executive Officer of the
existence of any actual or potential conflict of interest. With respect to
officers or directors, the Board may make a determination that a particular
transaction or relationship will not result in a conflict of interest covered by
this policy. With respect to all other employees or agents, the Chief Executive
Officer, acting alone, or the Board may make such a determination. Any waivers
of this policy as to an officer or director may only be approved by the Board of
Directors.

Any employee, officer or director who is aware of a transaction or relationship
that could reasonably be expected to give rise to a conflict of interest in
violation of this section must inform the appropriate personnel in accordance
with the procedures set forth in Section 12 of this Code. If an employee has any
questions regarding the Company's policy on conflicts of interest or needs
assistance in avoiding a potential conflict of interest, he or she is urged to
seek the advice of a supervisor or the Chief Executive Officer.

3. CORPORATE OPPORTUNITIES

Employees, officers and directors are prohibited from taking for themselves
personally opportunities that are discovered through the use of Company
property, Company information or their position in the Company. Furthermore,
employees may not use Company property, information or influence or their
position in the Company for improper personal gain. Finally, employees have a
duty to advance the Company's legitimate interests when the opportunity to do so
arises. Consequently, employees are not permitted to compete with the Company.

4. CONFIDENTIALITY

Employees must maintain the confidentiality of confidential information
entrusted to them by the Company or its customers or suppliers, except when
disclosure is authorized by the Company or required by applicable laws or
regulations. Confidential information includes proprietary information of the
Company, as well as all non-public information that might be of use to
competitors, or harmful to the Company or its customers, if disclosed. This
confidentiality requirements is in additional to any other obligations imposed
by the Company to keep information confidential.

5. INSIDER TRADING

Employees, officers and directors will frequently become aware of confidential
non-public information concerning the Company and the parties with which the
Company does business. As set forth in more detail in the Company's Insider
Trading Policy, the Company prohibits employees from using such confidential
information for personal financial gain, such as for purposes of stock trading,
or for any other purpose other than the conduct of our business. Employees must
maintain the confidentiality of such information and may not make disclosures to
third parties, including members of the employee's family. All non-public
information about the Company should be treated as confidential information. To
use non-public information for personal financial benefit or to "tip" others who
may make stock trades on the basis of this information is not only unethical but
also illegal. This policy also applies to trading in the securities of any other
company, including our customers or suppliers, if employees have material,
non-public information about that company which the employee obtained in the
course of their employment by the Company. In addition to possible legal
sanctions, any employee, officer or director found to be in violation of the
Company's insider trading policy will face decisive disciplinary action.
Employees are encouraged to contact the Company's Chief Executive Officer with
any questions concerning this policy.

6. PROTECTION AND PROPER USE OF COMPANY ASSETS

All Company assets should be used for legitimate business purposes and all
employees, officers and directors must make all reasonable efforts to protect
the Company's assets and ensure their efficient use. Theft, carelessness, and
waste have a direct impact on the Company's profitability and must therefore be
avoided. The suspected occurrence of fraud or theft should be immediately
reported to the appropriate person in accordance with the procedures set forth
in Section 11 of this Code.

An employee's obligation to protect the Company's assets extends to the
Company's proprietary information. Proprietary information includes intellectual
property such as patents, trademarks, copyrights and trade secrets. An employee


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who uses or distributes such proprietary information without the Company's
authorization will be subject to disciplinary measures as well as potential
legal sanctions.

7. FAIR DEALING

Although the success of our Company depends on our ability to outperform our
competitors, the Company is committed to achieving success by fair and ethical
means. We seek to maintain a reputation for fair dealing among our competitors
and the public alike. In light of this aim, the Company prohibits employees from
engaging in any unethical or illegal business practices. An exhaustive list of
unethical practices cannot be provided. Instead, the Company relies on the
judgment of each individual employee to avoid such practices. Furthermore, each
employee should endeavor to deal fairly with the Company's customers, suppliers,
competitors and employees. No employee should take unfair advantage of anyone
through manipulation, concealment, abuse of privileged information,
misrepresentation of material facts, or any other unfair business practice.

8. DISCLOSURES

It is Company policy to make full, fair, accurate, timely and understandable
disclosure in compliance with all applicable laws, rules and regulations in all
reports and documents that the Company files with, or submits to, the Securities
and Exchange Commission and in all other public communications made by the
Company. Employees shall endeavor in good faith to assist the Company in such
efforts.

9. WAIVERS

The Company expects all employees, officers and directors to comply with the
provisions of this Code. Any waiver of this Code for executive officers,
directors or employees may be made only by the Board of Directors or a Board
committee and will be promptly disclosed to the public as required by law and
stock exchange regulations.

10. COMPLIANCE GUIDELINES AND RESOURCES

In some situations, our employees may not be certain how to proceed in
compliance with this Code. This uncertainty may concern the ethical nature of
the employee's own acts or the employee's duty to report the unethical acts of
another. When faced with this uncertainty, the employee should carefully analyze
the situation and make use of Company resources when determining the proper
course of action. The Company also encourages employees to talk to their
supervisors, or other personnel identified below, when in doubt about the best
course of action.

1. Gather all the facts. Do not take any action that may violate the Code until
you have gathered all the facts that are required to make a well-informed
decision and, if necessary, you have consulted with your supervisor, or the
Chief Executive Officer.

2. Is the action illegal or contrary to policy? If the action is illegal or
contrary to the provision of this Code, you should not carry out the act. If you
believe that the Code has been violated by an employee, an officer or a
director, you must promptly report the violation in accordance with the
procedures set forth in Section 11.

3. Discuss the problem with your supervisor. It is your supervisor's duty to
assist employees in complying with this Code. Feel free to discuss a situation
that raises ethical issues with your supervisor if you have any questions. You
will suffer no retaliation for seeking such guidance.

4. Additional resources. The Chief Executive Officer is available to speak with
you about problematic situations if you do not feel comfortable approaching your
direct supervisor. If you prefer, you may request assistance in writing by
sending a request to the Chief Executive Officer.

11. REPORTING PROCEDURES

All employees have a duty to report any violations of this Code, as well as
violations of any laws, rules, or regulations. The Company does not permit
retaliation of any kind against employees for good faith reports of ethical
violations.

If you believe that the Code has been violated by an employee you must promptly
report the violation to your direct supervisor or the Chief Executive Officer.
If a report is made to a supervisor, the supervisor must in turn report the
violation to the Chief Executive Officer. All violations by an officer or
director of the Company must be reported directly to the entire Board of
Directors.


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