Exhibit
      14




**QNECTIVE,
      INC.**





**CODE
      OF BUSINESS CONDUCT AND ETHICS**





**ADOPTED
      BY THE BOARD OF DIRECTORS**







The
      upholding of a strong sense of ethics and integrity is of the highest importance
      to Qnective, Inc. (the " Company ") and
      critical to its success in the business environment. The Company's Code of
      Business Conduct and Ethics embodies the Company's commitment to such ethical
      principles and sets forth the responsibilities of the Company to its
      shareholders, employees, customers, lenders and other stakeholders. The
      Company's Code of Business Conduct and Ethics addresses general business ethical
      principles, conflicts of interests, special ethical obligations for employees
      with financial reporting responsibilities, insider trading laws, reporting
      of
      any unlawful or unethical conduct, political contributions and other relevant
      issues.




**GENERAL
      PRINCIPLES**




It
      is the
      Company's firm belief that effective business relationships can only be built
      on
      mutual trust and fair dealing. The Company and all its directors, officers
      and
      employees to whom the Company's Code of Business Conduct and Ethics is
      applicable will conduct themselves in accordance with the standards established
      herein.




The
      Company's Code of Business Conduct and Ethics outlines the fundamental
      principles of legal and ethical business conduct as adopted by the Company’s
      Board of Directors (the “Board of Directors”). It is not intended to be a
      comprehensive list addressing all legal or ethical issues which may confront
      the
      Company's personnel. Hence, it is essential that all personnel subject to the
      Company's Code of Business Conduct and Ethics employ good judgment in the
      application of the principles contained herein.




**CONFLICTS
      OF INTEREST**




Directors,
      officers and employees of the Company are expected to make decisions and take
      actions based on the best interests of the Company, as a whole, and not based
      on
      personal relationships or benefits. Generally, a "conflict of interest" is
      an
      activity that is inconsistent with, or opposed to, the best interest of the
      Company or one which gives the appearance of impropriety. As conflicts of
      interest can compromise the ethical behavior of Company personnel, they should
      be avoided.







Employees
      should avoid any relationship which would create a conflict of interest.
      Employees are expected to disclose such relationships and conflicts to their
      immediate supervisors. Conflicts of interest involving those with whom the
      Company does business should also be disclosed in writing to such third parties.
      Any waivers of conflicts of interest must be approved by the Board of Directors
      or an appropriate committee of the Board of Directors.




Members
      of the Board of Directors are to disclose any conflicts of interest and
      potential conflicts of interest to the entire Board of Directors as well as
      the
      committees on which they serve. Directors are to excuse themselves from
      participation in any decision of the Board of Directors or a committee thereof
      in any matter in which there is a conflict of interest or potential conflict
      of
      interest.




Set
      forth
      below is specific guidance in respect to certain conflicts of interest
      situations. As it is not possible to list all conflicts of interest situations,
      it is the responsibility of the individual, ultimately, to avoid and properly
      address any situation involving a conflict of interest or potential conflict
      of
      interest. Company personnel who wish to obtain clarification of the Company's
      conflicts of interest principles or further guidance with respect to the proper
      handling of any specific situation should consult his or her immediate
      supervisor, the Company's President or the Company's outside legal
      counsel.




Interest
      in Other Businesses :
      All of
      the Company's directors, officers and employees and their family members must
      avoid any direct or indirect financial relationship with third parties with
      whom
      the Company has relationships which would involve a conflict of interest or
      a
      potential conflict of interest or compromise the individual's loyalty to the
      Company. Written permission must be obtained from the Company's President before
      any such individual commences an employment, business or consulting relationship
      with third parties with whom the Company has relationships; provided, however,
      if such individual is the President, written permission must be obtained from
      the Board of Directors.







Outside
      Directorships :
      All
      Company's directors, officers and employees may serve on the boards of directors
      of other profit-making organizations to the extent that such service will not
      interfere or conflict with their respective duties to the Company. No Company's
      officers and employees may serve on the boards of directors of any business
      organization which is a competitor of the Company, without the informed consent
      of the Board of Directors.




Individuals
      who serve as directors of other companies in the circumstances permitted
      hereunder may retain any compensation earned from that outside directorship
      unless otherwise specifically prohibited by the Company. Unless otherwise
      specifically authorized by the Board of Directors, individuals may not receive
      any form of compensation (whether in the form of cash, stock or options) for
      service on a board of director of another business organization if such service
      is at the request of the Company or in connection with the investment of the
      Company in such business organization. All individuals must excuse themselves
      from any matters pertaining to the Company and the business organization of
      which they are directors.




The
      Company reserves the right to request any individual to resign his or her
      position as a director of other business organizations if determined to be
      in
      the best interests of the Company. The Company may terminate its relationship
      with any individual who does not comply with the Company's request in this
      regard.




Proper
      Payments: All
      individuals should pay for and receive only that which is proper. Company
      personnel should not make improper payments for the purposes of influencing
      another's acts or decisions and should not receive any improper payments or
      gifts from others for the purpose of influencing the decisions or actions of
      Company's personnel. No individual should give gifts beyond those extended
      in
      the context of normal business circumstances. Company personnel must observe
      all
      government restrictions on gifts and entertainment.







Supervisory
      Relationships :
      Supervisory relationships with family members present special workplace issues.
      Accordingly, Company personnel must avoid a direct reporting relationship with
      a
      family member or any individual with whom a significant relationship exists.
      If
      such a relationship exists or occurs, the individuals involved must report
      the
      relationship in writing to the Board of Directors.




**FINANCIAL
      REPORTING RESPONSIBILITIES**




As
      a
      public company, it is of critical importance that the Company's filings with
      the
      Securities and Exchange Commission and other relevant regulatory authorities
      be
      accurate and timely. Hence, all Company personnel are obligated to provide
      information to ensure that the Company's publicly filed documents be complete
      and accurate. All Company personnel must take this responsibility seriously
      and
      provide prompt and accurate answers and responses to inquiries related to the
      Company's public disclosure requirements.




The
      President of the Company has the ultimate responsibilities of ensuring the
      integrity of the filings and disclosure made by the Company as required by
      the
      rules and regulations of the Securities and Exchange Commission and other
      relevant regulatory authorities. In the performance of their duties relating
      to
      the Company's public disclosure obligations, the President and all Company
      personnel must:




**•**
            act
                with honesty and integrity;





**•**
            provide
                information that is accurate, complete, objective, fair and
                timely;





**•**
            comply
                with rules and regulations of federal, state, and local governments
                and
                other relevant public and private regulatory
                authorities;





**•**
            act
                in good faith with due care, competence and due
                diligence;





**•**
            respect
                the confidentiality of information acquired in the course of the
                performance of one's duties;








**•**
            promote
                ethical and proper behavior in the work environment;
                and





**•**
            report
                to the Chairman of the Board of Directors or the Audit Committee
                any
                conduct that the individual believes to be a violation of law of
                the
                Company's Code of Business Conduct and
                Ethics.





Regulation
      FD. Regulation FD (Fair Disclosure) implemented by the Securities and Exchange
      Commission provides that when the Company, or person acting on its behalf,
      discloses material nonpublic information to certain enumerated persons (in
      general, securities market professionals and holders of the Company's securities
      who may well trade on the basis of the information), it must make public
      disclosure of that information. The timing of the required public disclosure
      depends on whether the selective disclosure was intentional or unintentional;
      for an intentional selective disclosure, the Company must make public
      disclosures simultaneously; for a non-intentional disclosure the Company must
      make public disclosure promptly. Under the regulation, the required public
      disclosure may be made by filing or furnishing a Form 8-K, or by another method
      or combination of methods that is reasonably designed to effect broad,
      non-exclusionary distribution of the information to the public.




It
      is the
      policy of the Company that all communications with the press be handled through
      the Company's President.





Confidentiality
      of Nonpublic Information: Nonpublic information relating to the Company is the property of the Company
      and
      the unauthorized disclosure of such information is strictly
      forbidden.








**DUTY
      TO REPORT INAPPROPRIATE AND IRREGULAR CONDUCT**




All
      employees, and particularly managers and supervisors, have a responsibility
      for
      maintaining financial integrity within the Company, consistent with generally
      accepted accounting principles, and federal and state securities laws. Any
      employee who becomes aware of any incidents involving financial or accounting
      manipulation or other irregularities, whether by witnessing the incident or
      being told of it, must report it to his or her immediate supervisor or to the
      Company's President; provided, however, that the incident must be reported
      to
      the entire Board of Directors or the Audit Committee if it involves an alleged
      breach of the Company's Code of Business Conduct and Ethics by the President.
      Any failure to report such inappropriate or irregular conduct of others shall
      be
      treated as a severe disciplinary matter. It is against Company policy to
      retaliate against any individual who reports in good faith the violation or
      potential violation of the Company's Code of Business Conduct and Ethics of
      another.







**POLITICAL
      CONTRIBUTIONS**




No
      assets
      of the Company, including the time of Company personnel, the use of Company
      premises or equipment and direct or indirect monetary payments, may be
      contributed to any political candidate, political action committees, political
      party or ballot measure without the approval of the Board of
      Directors.




**COMPLIANCE
      PROGRAM**




In
      order
      to implement the principles of the Company's Code of Business Conduct and Ethics
      and to establish a compliance program, the Company has adopted the following
      policies:




Selection
      of Board Nominees :
      The
      Board of Directors will be responsible for the selection of candidates for
      the
      nomination of all members of the Board of Directors.




Board
      Membership Criteria :
      The
      Board of Directors' policy is to encourage selection of directors who will
      contribute to the Company's overall corporate goals of responsibility to its
      shareholders and other stakeholders.





Insider
      Trading Compliance :
      The
      Board of Directors is in the process of adopting an Insider Trading Compliance
      Policy for the purposes of educating and ensuring that all subject persons
      are
      fully aware of the rules and regulations of the Securities and Exchange
      Commission with respect to insider trading. All Company personnel shall have
      full access to the President and the Company's outside counsel with respect
      to
      any insider trading questions or issues.







Financial
      Reporting; Legal Compliance and Ethics :
      The
      Board of Directors' governance and oversight functions do not relieve the
      Company's executive management of its primary responsibility of preparing
      financial statements which accurately and fairly present the Company's financial
      results and condition, the responsibility of each executive officer to fully
      comply with applicable legal and regulatory requirements or the responsibility
      of each executive officer to uphold the ethical principles adopted by the
      Company.




Corporate
      Communications :
      Management has the primary responsibility to communicate with investors, the
      press, employees and other stakeholders on a timely basis and to establish
      policies for such communication.




Access
      to President and Secretary :
      All
      Company personnel shall be accorded full access to the Company's President
      with
      respect to any matter which may arise relating to the Company's Code of Business
      Conduct and Ethics; provided, however, that all Company personnel shall be
      accorded full access to the Board of Directors if any such matter involves
      an
      alleged breach of the Company's Code of Business Conduct and Ethics by the
      President.