Exhibit 14
**CODE OF ETHICS**
     The Board of Directors of Spectre Gaming, Inc. (“Spectre” or the “Company”) has adopted thisCode of Ethics effective March 23, 2005, to govern the conduct of the officers, directors andemployees of Spectre. The Audit Committee of Spectre is granted the authority to administer andinterpret this Code of Ethics, including, where appropriate, the authority to grant waivers of anyconflict of interest. Spectre reserves the right to change, amend or supplement any provisions ofthis Code of Ethics at any time.
Section 1
ACTUAL OR APPARENT CONFLICTS OF INTEREST
     The following is applicable to all officers, directors and employees (each of which isreferred to as “you”) of the Company:
 1.1  You will act with honesty and integrity in connection with your duties with theCompany, when dealing or communicating with: (i) each other officer, director oremployee of the Company; (ii) the vendors, customers and prospective customers of theCompany; (iii) governmental officials; and (iv) all other persons with whom the Companyhas a business relationship.  1.2  You will comply with all local, municipal, state and federal laws andregulations that may be applicable to the business of the Company.  1.3  Except with the explicit written consent of the Audit Committee, you willrefrain from engaging in any activity which is or would appear to be inconsistent withthe best interests of the Company, including but not limited to the following:
 •  Owning a substantial interest in any business which competes with theCompany or does business with the Company;  •  Providing services as a director, manager, consultant, employee orindependent contractor to an entity or person that competes or does businesswith the Company;  •  Engaging in any outside employment which conflicts with an essentialbusiness-related interest of the Company, or which requires significant time,attention or energy;  •  Accepting gifts (other than gifts of nominal value), favors, compensation,loans, excessive entertainment or other similar benefits from any entity orperson that does business, seeks to do business, or competes with the Company;  •  Representing the Company in any transaction with a person or entity in whichyou have, or any member of your immediate family has, a direct or indirectpersonal interest or may derive a financial benefit;  •  Taking advantage of any business opportunity which is in the same or asimilar business in which the Company is or plans to be engaged, or which wouldotherwise rightfully belong to the Company; and  •  Using or revealing (without proper authorization) any confidential financialor other confidential information concerning the Company’s plans, decisions oractivities, including information which is not available to the general publicand which could be considered of some importance in a decision whether to buyor sell the Company’s securities.
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Section 2
INTERNAL REPORTING AND CONTROLS
     The following is applicable to the chief executive officers and the chief financial officersof Spectre, and the principal accounting officers and controllers of Spectre, and all other personsthat may engaged in similar functions on behalf of the Company as directed from time to time by theBoard of Directors of Spectre (each of which is referred to as “you”):
 2.1  You shall be responsible to ensure the full, fair, accurate, clear and timelydisclosure of information required in all reports or documents filed with the UnitedStates Securities and Exchange Commission.  2.2  You shall be responsible to ensure that the Company’s financial books andrecords are properly maintained, and accurately and fully record all financialtransactions, assets and liabilities of the Company.  2.3  You shall be responsible to ensure that all information to be distributed tothe public is fair, accurate and clear.  2.4  You shall promptly notify the Chairman of the Audit Committee of Spectre of anyinformation you may have which is evidence of any material deficiency in the design oroperation of the Company’s internal financial controls, or any accounting or auditingpractice, process, or treatment engaged in by any of the Company’s officers, directors,employees or auditors, which you believe could materially affect the Company’s abilityto accurately record, process, summarize or report on financial information.
Section 3
OBLIGATIONS IN CASE OF VIOLATIONS OF CODE OF ETHICS
     The following is applicable to all officers, directors and employees (each of whom is referredto as “you”) of the Company:
     You shall promptly bring to the attention of the Chairman of the Audit Committee of Spectreany information which you may have that would evidence a violation of this Code of Ethics,regardless of your assessment of the materiality of such violation. If the Chairman of the AuditCommittee is the subject of any alleged violation of this Code, then such information shall bebrought to the attention of any other member of the Audit Committee. Your submission ofinformation may be anonymous, or you may request confidentiality. If you request confidentiality,the Audit Committee will take such request with serious consideration, but may not honor thatrequest if it believes such request is not in the best interests of the Company.
Section 4
PROCESSING COMPLAINTS AND WHISTLEBLOWER PROTECTION
     It is important to remember that the same approach will not work for the processing of allcomplaints and the undertaking of all investigations necessary to reasonably ascertain importantfacts surrounding an alleged violation; the Company must retain the flexibility needed to approachnew questions and problems. Subject to the foregoing, the following summary relates to the AuditCommittee’s general process and authority in handling, and disciplinary actions upon confirming,alleged violations of this Code of Ethics:
 4.1  Any officer or employee of the Company who is found by the Audit Committee tohave violated any provision of this Code of Ethics shall be subject to disciplinaryaction, including but not
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    limited to termination of employment, suspension without pay, demotion orre-assignment of employment, or censure.  4.2  Any director of the Company who is found by the Audit Committee to haveviolated any provision of this Code of Ethics will be subject to disciplinary action,including but not limited to public censure, exclusion as a candidate for re-electionas a member of the Board of Directors, or termination as a member of the Board ofDirectors.  4.3  Any person subject to this Code of Ethics who is found by the Audit Committeeto have violated any law or regulation for which there is a civil or criminal penaltywill be swiftly reported to the proper governmental authority for prosecution or otherdisciplinary action.  4.4  No adverse action will be taken against any officer, director or employee whoreports to the Audit Committee any violation of this Code of Ethics by any personsubject thereto, solely by reason of such reporting.  4.5  Any member of the Audit Committee who is the subject of any reported violationof this Code of Ethics shall recuse himself or herself from all discussions anddeliberations relating to such matter.  4.6  The Audit Committee shall promptly investigate and take such action as it deemsappropriate with respect to each reported violation of this Code of Ethics, with theobjectives of: deterring any violations of this Code of Ethics; promoting honesty andaccountability to the Company among the officers, directors and employees of theCompany; protecting the assets and business of the Company from any losses or damages;ensuring the generation and public dissemination of clear and accurate informationregarding the Company’s operations; preventing any violation of law or regulationapplicable to the Company or its operations; and establishing an image of goodgovernance. With respect to disciplinary action, the Audit Committee shall in anyevent discipline violators of this Code of Ethics in a manner calculated to preventfuture violations hereof.  4.7  Any waiver of this Code of Ethics for executive officers and directors of theCompany may be made only by the Board of Directors or the Audit Committee, and will bepromptly disclosed as required by law or applicable stock exchange or listingregulations.  4.8  The Audit Committee will have the power and authority to create reasonablepolicies regarding the keeping of records relating to violations, alleged violationsand investigations of alleged violations of this Code of Ethics.
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