Exhibit 14.0

                          CHINA DIGITAL WIRELESS, INC.

                   ETHICAL BUSINESS CONDUCT FOR ALL EMPLOYEES

         This Code of Conduct of China Digital  Wireless,  Inc. (the  "Company")
outlines  expected  behaviors  for all of our  employees,  including  our senior
executive and financial officers.  The Company will conduct its business fairly,
impartially,  in an ethical and proper manner,  and in full  compliance with all
applicable  laws and  regulations.  In conducting  its business,  integrity must
underlie all company relationships,  including those with customers,  suppliers,
communities  and among  employees.  The highest  standards  of ethical  business
conduct are required of Company  employees in the  performance  of their Company
responsibilities.  Employees  will not engage in conduct  or  activity  that may
raise  questions  as to  the  Company's  honesty,  impartiality,  reputation  or
otherwise cause embarrassment to the Company.

Employees will ensure that:

         o        They  do not  engage  in any  activity  that  might  create  a
                  conflict  of  interest  for  the  Company  or  for  themselves
                  individually.

         o        They do not take  advantage of their position with the Company
                  to seek personal gain through the inappropriate use of Company
                  or non-public  information  or abuse of their  position.  This
                  includes   not   engaging   in  insider   trading  of  Company
                  securities.

         o        They will follow all  restrictions  on use and  disclosure  of
                  information.  This  includes  following all  requirements  for
                  protecting  Company  information and ensuring that non-Company
                  proprietary   information   is  used  and  disclosed  only  as
                  authorized  by the owner of the  information  or as  otherwise
                  permitted by law.

         o        They observe that fair  dealing is the  foundation  for all of
                  our transactions and interactions.

         o        They will  protect all Company,  customer and supplier  assets
                  and use them only for appropriate Company approved activities.

         o        Without exception,  they will comply with all applicable laws,
                  rules and regulations.

         o        They will promptly report any illegal or unethical  conduct to
                  management or other appropriate authorities.

         Every employee has the  responsibility to ask questions,  seek guidance
and report  suspected  violations of this Code of Conduct.  Retaliation  against
employees who come forward to raise genuine concerns will not be tolerated.