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Exhibit 14.0

                                                    [Sorrento'TM' NETWORKS LOGO]
                                                Optical networks made simple'sm'

                                 CODE OF ETHICS
                   FOR SENIOR EXECUTIVE AND FINANCIAL OFFICERS

Purpose of Code of Ethics

The purpose of this Code of Ethics is: to promote the honest and ethical conduct
of our Senior Executive and Financial Officers (described below), including the
ethical handling of actual or apparent conflicts of interest between personal
and professional relationships; to promote full, fair, accurate, timely and
understandable disclosure in periodic reports required to be filed by Sorrento
Networks; and to promote compliance with all applicable rules and regulations
that apply to the Company and its officers.

Introduction

This code of Ethics is applicable to the Company's chief executive officer,
chief financial officer, chief operating officers, general counsel, chief
administrative, chief accounting officer and comptroller (or any persons
performing similar functions, together, the "Senior Executive and Financial
Officers"). References in this Code of Ethics to the Company means the Company
or any of its subsidiaries.

While we expect honest and ethical conduct in all aspects of our business from
all of our employees, we expect the highest possible honest and ethical conduct
from our Senior Executive and Financial Officers. As a Senior Executive and
Financial Officer, you are an example for other employees and we expect you to
foster a culture of transparency, integrity and honesty. Compliance with this
Code is a condition to your employment and any violations of the Code may result
in disciplinary action, up to and including termination of employment.

Waivers of this Code may be made only by the Board or a Board committee and will
be disclosed in accordance with the applicable law.

Conflicts of Interest

A conflict of interest occurs when your private interests interfere, or appear
to interfere, in any way, with the interests of the Company as a whole.
Conflicts of interest can also arise when you take action or you or a member of
your family have interests that may make it difficult for you to perform your
duties to the Company effectively.

Although we cannot list every conceivable conflict, following are some common
examples that illustrate or apparent conflicts of interest that should be
avoided:

Improper Personal Benefits from the Company

Conflicts of interest arise when an officer or a member of his or her family
receives improper personal benefits as a result of his or her position in the
Company. You may not accept any benefits from the Company that have not been
duly authorized and approved pursuant to Company policy and procedure, including
any Company loans or guarantees of your personal obligations.

Financial Interests in Other Businesses

You should avoid having an ownership interest in any other enterprise if that
interest compromises or appears to compromise your loyalty to the Company. For
example, you may not own an interest in a company that competes with the Company
or that does business with the company (such as supplier) unless you obtain the
written approval of the General Counsel (or, with respect to the General
Counsel, approval by the Chief Executive Officer) before making any such
investment. However, it is not typically considered, and the Company does not
consider it, a conflict of interest (and therefore prior written approval is not
required) to make investments in competitors, clients or suppliers that are
listed on a national or international securities exchange so long as the total
value of the





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investment is less than one percent (1%) of the outstanding stock of the
corporation and the amount of the investment is not so significant that it would
affect your business judgment on behalf of the Company.

Business Arrangements with the Company

Without the prior written approval of the General Counsel (or, with respect to
the General Counsel, approval by the Chief Executive Officer), you may not
participate in a joint venture, partnership or other business arrangements with
the Company.

Corporate Opportunities

If you learn of a business or investment opportunity through the use of
corporate property or information or your position at the Company, such as from
a competitor or actual or potential supplier or business associate of the
Company (including a principal, officer, director or employee of any of the
above), you may not participate in the business or make the investment without
prior written approval of the General Counsel (or, with respect to the General
Counsel, approval by the Chief Executive Officer). Such an opportunity should be
considered an investment opportunity for the Company in the first instance.

Outside Employment or Activities With a Competitor

Simultaneous employment with or serving as a director of a competitor of the
Company is strictly prohibited, as is any activity that is intended to or that
you should reasonably expect to advance a competitors' interests at the expense
of the Company's interests. You may not market products or services in
competition with the Company's current or potential business activities. It is
your responsibility to consult with the Chief Executive Officer to determine
whether a planned activity will compete with any of the Company's business
activities before you pursue the activity in question.

Outside Employment With a Supplier

Simultaneous employment with or serving as a director of a competitor of the
Company is strictly prohibited, as is any activity that is intended to or that
you should reasonable expect to advance a competitor's interest at the expense
of the Company's interests. You may not market products or services in
competition with the Company's current or potential business activities. It is
your responsibility to consult with the Chief Executive Officer to determine
whether a planned activity will compete with any of the Company's business
activities before you purse the activity in question.

Accurate Periodic Reports and Other Public Communications





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          o    As you are aware, full, fair, accurate, timely and understandable
               disclosure in our periodic reports filed with the SEC and in our
               other public communications is required by SEC rules and is
               essential to our continued success. Please exercise the highest
               standard of care in preparing such materials. We have established
               the following guidelines in order to ensure the quality of our
               periodic reports:

          o    All Company accounting records, as well as reports produced from
               those records, must be kept and presented in accordance with the
               laws of each applicable jurisdiction.

          o    All records must fairly and accurately reflect the transactions
               or occurrences to which they relate.

          o    All records must fairly and accurately reflect in reasonable
               detail the Company's assets, liabilities, revenues and expenses.

          o    The Company's accounting records must not contain any false or
               intentionally misleading entries.

          o    No transaction may be intentionally misclassified as to accounts,
               departments or accounting periods or in any other manner.

          o    All transactions musts be supported by accurate documentation in
               reasonable detail and recorded in the proper account and in the
               proper accounting period.

          o    No information may be concealed from the internal auditors or the
               independent auditors.

          o    Compliance with Accounting Principles Generally Accepted in the
               United States and the Company's system of internal accounting
               controls is required at all times.

V. Accurate Periodic Reports

     You are expected to comply with both the letter and spirit of all
     applicable governmental rules and regulations and this Code, and to report
     any suspected violations of applicable governmental rules and regulations
     or this Code to the Director of Human Resources or the CEO. No one will be
     subject to retaliation because of a good faith report of a suspected
     violation. If you fail to comply with this Code or any applicable laws or
     regulations, you may be subject to disciplinary measures, up to and
     including discharge.

     No Rights Created

     This code is a statement of certain fundamental principles, policies and
     procedures that govern the Company's Senior Executive and Financial
     Officers in the conduct of the Company's business. It is not intended to
     and does not create any rights in any employee, customer, supplier,
     competitor, shareholder or any other person or entity.

     ACKNOWLEDGMENT FORM

     I have received and read the Code of Ethics for Senior Executive and
     Financial Officers, and I understand its contents. I agree to comply fully
     with the standards contained in the Code of Ethics and the Company's
     related policies and procedures. I understand that I have the obligation to
     report to the Director of Human Resources any suspected violations of the
     Code of Ethics.

                                        Printed Name
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                                        Signature
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                                        Date
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