**Exhibit 14**

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**KABE EXPLORATION, INC.**

 

**CODE OF BUSINESS CONDUCT AND ETHICS**

 

KabeExploration, Inc. (the “Company”) has adopted the following Code ofBusiness Conduct and Ethics (this “Code”) for directors and executive officersof the Company.  This Code is intended tofocus the Board and each director and executive officer on areas of ethicalrisk, provide guidance to directors and executive officer  to help them recognize and deal with ethicalissues, provide mechanisms to report unethical conduct, and help foster aculture of honesty and accountability. Each director and executive officer must comply with the letter andspirit of this Code.

 

Nocode or policy can anticipate every situation that may arise.  Accordingly, this Code is intended to serveas a source of guiding principles for directors and executive officers.  Directors and executive officers areencouraged to bring questions about particular circumstances that may implicateone or more of the provisions of this Code to the attention of the Chairman ofthe Board, who may consult with inside or outside legal counsel as appropriate.

 

**1.****            ****Maintain FiduciaryDuties**

 

Directors and executiveofficers must be loyal to the Company and must act at all times in the bestinterest of the Company and its shareholders and subordinate self-interest tothe corporate and shareholder good. Directors and executive officers should never use their position to makea personal profit.  Directors andexecutive officers must perform their duties in good faith, with sound businessjudgment and with the care of a prudent person.

 

**2.****            ****Conflict of Interest****.**

 

A “conflict of interest”occurs when the private interest of a director or executive officer interferesin any way, or appears to interfere, with the interests of the Company as awhole.  Conflicts of interest also arisewhen a director or executive officer, or a member of his or her immediatefamily,(1) receives improper personal benefits as a result of his or herposition as a director or executive officer of the Company.  Loans to, or guarantees of the obligationsof, a director or executive officer, or a member of his or her family, maycreate conflicts of interest.

 

Directors and executiveofficers must avoid conflicts of interest with the Company.  Any situation that involves, or mayreasonably be expected to involve, a conflict of interest with the Company mustbe disclosed immediately to the Chairman of the Board.

 

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(1) New York Stock Exchange proposed Rule 303A(2)(b) defines“immediate family” to include a person’s spouse, parents, children, siblings,mothers-in-law and fathers-in-law, sons and daughters-in-law, and anyone (otherthan employees of such person) who share such person’s home.

 

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This Code does not attemptto describe all possible conflicts of interest which could develop.  Some of the more common conflicts from whichdirectors and executive offices must refrain, however, are set out below.

 

·                  *Relationshipof Company with third-parties.*  Directors and executive officers may notengage in any conduct or activities that are inconsistent with the Company’sbest interests or that disrupt or impair the Company’s relationship with anyperson or entity with which the Company has or proposes to enter into abusiness or contractual relationship.

 

·                  *Compensationfrom non-Company sources.* Directors and executive officers may not accept compensation, in anyform, for services performed for the Company from any source other than theCompany.

 

·                  *Gifts.*  Directors and executive officers and membersof their families may not offer, give or receive gifts from persons or entitieswho deal with the Company in those cases where any such gift is being made inorder to influence the actions of a director as member of the Board or theactions of an executive officer as an officer of the Company, or whereacceptance of the gifts would create the appearance of a conflict of interest.

 

**3.****            ****Corporate Opportunities****.**

 

Directors and executiveofficers owe a duty to the Company to advance its legitimate interests when theopportunity to do so arises.  Directorsand executive officers are prohibited from: (a) taking for themselves personally opportunities that arediscovered through the use of corporate property, information or the director’sor executive officer’s position; (b) using the Company’s property,information, or position for personal gain; or (c) competing with theCompany, directly or indirectly, for business opportunities, *provided, however,* if the Company’sdisinterested directors determine that the Company will not pursue anopportunity that relates to the Company’s business, a director or executiveofficer may do so.

 

**4.****            ****Confidentiality****.**

 

Directors and executive officersmust maintain the confidentiality of information entrusted to them by theCompany or its customers, and any other confidential information about theCompany that comes to them, from whatever source, in their capacity as directoror executive officer, except when disclosure is authorized or required by lawsor regulations.  Confidential informationincludes all non-public information that might be of use to competitors, orharmful to the Company or its customers, if disclosed.

 

**5.****            ****Protection and ProperUse of Company Assets****.**

 

Directors and executiveofficers must protect the Company’s assets and ensure their efficient use.  Theft, loss, misuse, carelessness and wasteof assets have a direct impact on the Company’s profitability.  Directors and executive officers must not use

 

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Company time, employees, supplies, equipment, tools,buildings or other assets for personal benefit without prior authorization fromthe Chairman of the Governance Committee or as part of a compensation orexpense reimbursement program available to all directors or executive officers.

 

**6.****            ****Fair Dealing****.**

 

Directors and executiveofficers shall deal fairly and oversee fair dealing by employees and officerswith the Company’s directors, officers, employees, customers, suppliers andcompetitors.  None should take unfairadvantage of anyone through manipulation,, concealment, abuse of privilegedinformation, misrepresentation of material facts or any other unfair dealingpractices.

 

**7.****            ****Compliance with Laws, Rules andRegulations****.**

 

Directors and executiveofficers shall comply, and oversee compliance by employees, officers and otherdirectors, with all laws, rules and regulations applicable to the Company,including insider-trading laws. Transactions in Company securities are governed by Company Policyentitled “Insider Trading Policy.”

 

**8.****            ****Waivers of the Code ofBusiness Conduct and Ethics****.**

 

Any waiver of this Code maybe made only by the Board or a Board committee and must be promptly disclosedto the Company’s shareholders.

 

**9.****            ****Encouraging theReporting of any Illegal or Unethical Behavior****.**

 

Directors and executiveofficers should promote ethical behavior and take steps to ensure the Company (a) encouragesemployees to talk to supervisors, managers and other appropriate personnel whenin doubt about the best course of action in a particular situation; (b) encouragesemployees to report violations of laws, rules or regulations toappropriate personnel; and (c) informs employees that the Company will notpermit retaliation for reports made in good faith.

 

**10.****         ****Failure to Comply;Compliance Procedures****.**

 

A failure by any director orexecutive officer to comply with the laws or regulations governing the Company’sbusiness, this Code or any other Company policy or requirement may result indisciplinary action, and, if warranted, legal proceedings.

 

Directors and executive officers should communicateany suspected violations of this Code promptly to the Chairman of the Board.  Violations will be investigated by the Boardor by a person or persons designated by the Board and appropriate action willbe taken in the event of any violations of this Code.

 

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