Exhibit  14

                            ZENEX INTERNATIONAL, INC.
                               CODE OF ETHICS FOR
                        DIRECTORS AND EXECUTIVE OFFICERS

                          I. INTRODUCTION AND PURPOSE

     This  Code  of Ethics for the Directors and Executive Officers (the "Code")
helps  maintain  the  Company's  standards  of  business   conduct  and  ensures
compliance   with  legal   requirements,   specifically   Section  406   of  the
Sarbanes-Oxley  Act  of  2002  and  SEC  rules  promulgated  thereunder.

     The purpose of the Code is to deter wrongdoing and promote ethical conduct.
The  matters  covered  in this Code are of the utmost importance to the Company,
our shareholders, and our business partners, and are essential to our ability to
conduct  our  business  in  accordance  with  our  stated  values.

     Nothing  in  this Code, in any company policies and procedures, or in other
related  communications  (verbal  or  written)  creates or implies an employment
contract  or  term  of  employment.

                                II. APPLICATION

     The  Code  is  applicable  to  the  following  persons,  referred to as the
Directors  and  Officers:

     -  Our  directors;

     -  Our  principal  executive  officer,

     -  Our  principal  financial  officer,

     -  Our  principal  accounting  officer  or  controller,

     -  Our  other  officers  who are identified as "executive officers" for SEC
        reporting  purposes;  and

     -  Persons  performing similar functions and responsibilities, who shall be
     identified  by  the  Audit  Committee  from time to time for the purpose of
     ensuring  that  this  Code  is  applicable  to  all  appropriate personnel.

                              III. CODE OF ETHICS

     It  is  the  policy  of  the  Company  that  each  Director  and  Officer:

     -  Act  honestly  and  ethically.3

     -  Avoid  and  ethically  address  actual or apparent conflicts of interest
        between personal  and  professional  relationships, including disclosure


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        of any transaction  or relationship that reasonably could be expected to
        give rise to a conflict of interest to the  Company's  Audit  Committee.

     -  Provide  full,  fair, accurate, timely, and understandable disclosure in
        the Company's public communications,  including  reports  and  documents
        that the Company  files  with,  or  submits  to,  the  SEC.

     -  Comply  with  applicable  governmental  laws,  rules,  and  regulations.

     -  Report  promptly any conduct that the Director or Officer believes to be
        a violation of the Code to the Company's Audit Committee.  It is against
        the Company's  policy to  retaliate  in  any way  against  a Director or
        Officer for good faith  reporting  of  violations  of  this  Code.

                               IV.  ACCOUNTABILITY

     Actual  violations  of  this  Code,  including failures to report potential
violations  by  others,  can  lead  to  disciplinary  action  at  the  Company's
discretion,  up  to  and  including  termination.

                            V.  WAIVER AND AMENDMENT

     We  are  committed  to continuously reviewing and updating our policies and
procedures.  Therefore,  this  Code is subject to modification. Any amendment or
waiver  of  any  provision  of  this  Code  must  be  approved in writing by the
Company's  Board of Directors and promptly disclosed pursuant to applicable laws
and  regulations.