Converted by EDGARwiz

Exhibit 14

•

you, or a member of your immediate family, receive improper personal benefits (including

but not limited to the receipt of gifts) as a result of your position in the Company;

•

you use the Company's property for your personal benefit;

•

you engage in activities that interfere with your loyalty to the Company or your ability to

perform Company duties or responsibilities effectively;

•

you work simultaneously (whether as an employee or a consultant) for a competitor,

customer or supplier;

•

you, or a member of your immediate family, have a financial interest in a customer, supplier,

or competitor which is significant enough to cause divided loyalty with the Company or the

appearance of divided loyalty (the significance of a financial interest depends on many factors, such

as size of investment in relation to your income, net worth and/or financial needs, your potential to

influence decisions that could impact your interests, and the nature of the business or level of

competition between the Company and the supplier, customer or competitor);

•

you, or a member of your immediate family, acquire an interest in property (such as real

estate, patent or other intellectual property rights or securities) in which you have reason to know

the Company has, or might have, a legitimate interest;

•

you, or a member of your immediate family, receive a loan or a guarantee of a loan from a

customer, supplier or competitor (other than a loan from a financial institution made in the ordinary

course of business and on an arm's-length basis);

•

you make gifts or payments, or provide special favors, to customers, suppliers or competitors

(or their immediate family members) with a value significant enough to cause the customer, supplier

or competitor to make a purchase, or take or forego other action, which is beneficial to the Company

and which the customer, supplier or competitor would not otherwise have taken; or

•

you are given the right to buy stock in other companies or you receive cash or other payments

in return for promoting the services of an advisor, such as an investment banker, to the Company.

The existence of a conflict is not always readily apparent. If you become aware of a conflict described

above or any other conflict, potential conflict, or have a question as to a potential conflict, you should

consult with higher levels of management or the Company's Audit Committee and/or follow the

procedures described in Sections 9 and 10 of this Code. If you become involved in a situation that

gives rise to an actual conflict, you must inform higher levels of management or the Company's Audit

Committee of the conflict. Our Audit Committee is identified in Section 10 of this Code.

Exhibit 14

3. Confidentiality

All confidential information concerning the Company is the property of the Company and must

be protected.

Confidential information includes all non-public information that might be of use to competitors, or

harmful to the Company or its customers, if disclosed. You must maintain the confidentiality of such

information entrusted to you by the Company, its customers and its suppliers, except when

disclosure is authorized by the Company or required by law.

Examples of confidential information include, but are not limited to: the Company's trade secrets;

business trends and projections; information about financial performance; new product or

marketing plans; research and development ideas or information; manufacturing processes;

information about potential acquisitions, divestitures and investments; stock splits, public or private

securities offerings or changes in dividend policies or amounts; significant personnel changes; and

the acquisition, loss or changes of or to existing or potential major contracts, orders, suppliers,

customers or finance sources.

Your obligation with respect to confidential information extends beyond your activities in the

workplace. In that respect, it applies to communications with your immediate family members and

continues to apply even after your employment or director relationship with the Company

terminates.

4. Insider Trading

You should never trade securities on the basis of confidential information acquired through your

employment or fiduciary relationship with the Company.

Under both federal law and Company policy, you are not permitted to purchase or sell Company

stock, directly or indirectly, on the basis of material non-public information concerning the Company.

Any person possessing material non-public information about the Company must not engage in

transactions involving Company securities until this information has been released to the public.

Generally, material information is information that would be expected to affect the investment

decisions of a reasonable investor or the market price of the stock. You are not allowed to trade in

the stock of other publicly held companies, such as existing or potential customers or suppliers, on

the basis of material confidential information obtained in the course of your employment or service

as a director. It also is illegal to recommend a stock to (i.e., "tip") someone else on the basis of such

information. If you have a question concerning appropriateness or legality of a particular securities

transaction, consult with corporate counsel. Directors, officers and certain other employees of the

Company are subject to additional responsibilities under the Company's insider trading compliance

policy, a copy of which has been provided to each such director, officer and employee.

Exhibit 14

5. Fair Dealing

Our goal is to conduct our business with integrity.

You should make every effort to deal honestly with the Company's customers, suppliers, competitors,

and employees. Under federal and state laws, the Company is prohibited from engaging in unfair

methods of competition, and unfair or deceptive acts and practices. You should not take unfair

advantage of anyone through manipulation, concealment, abuse of privileged information,

misrepresentation of material facts, or any other unfair dealing.

Examples of prohibited conduct include, but are not limited to:

•

bribery or payoffs to induce business or breaches of contracts by others;

•

acquiring a competitor's trade secrets through bribery or theft; or

•

making false, deceptive or disparaging claims or comparisons about competitors or their

products or services.

6. Protection and Proper Use of Company Assets

You should endeavor to protect the Company's assets and ensure their proper use.

Company assets, both tangible and intangible, are to be used solely for legitimate business purposes

of the Company and only by authorized employees or consultants. Intangible assets include

intellectual property such as trade secrets, patents, trademarks and copyrights, business, marketing

and service plans, engineering and manufacturing ideas, designs, databases, Company records, salary

information, and any unpublished financial data and reports. Unauthorized alteration, destruction,

use, disclosure or distribution of Company assets violates Company policy and this Code. Theft or

waste of, or carelessness in using, these assets have a direct adverse impact on the Company's

operations and profitability and will not be tolerated.

The Company provides computers, voice mail, electronic mail (e-mail), internet access, and other

Company resources to certain employees for the purpose of achieving the Company's business

objectives. As a result, the Company has the right to access, reprint, publish, or retain any information

created, sent or contained in any of the Company's computers or e-mail systems of any Company

machine. You may not use any Company resource for any illegal purpose, or in any manner that is

contrary to the Company's policies or the standards embodied in this Code.

You should not make copies of, or resell or transfer (externally or internally), copyrighted

publications, including software, manuals, articles, books, and databases being used in the Company,

that were created by another entity and licensed to the Company, unless you are authorized to do so

under the applicable license agreement. In no event should you load or use, on any Company

computer, any software, third party content or database without receiving the prior written

permission to do so. You must refrain from transferring any data or information to any Company

computer other than for Company use. You may use a handheld computing device or mobile phone

in connection with your work for the Company, but must not use such device or phone to access, load

or transfer content, software or data in violation of any applicable law or regulation or without the

permission of the owner of such content, software or data. If you should have any questions, please

consult with the Company's Chief Financial Officer.

Exhibit 14

7. Compliance with Laws and Regulations

The Company seeks to comply with both the letter and spirit of the laws and regulations in all

countries in which it operates.

The Company is committed to total compliance with the laws and regulations of the cities, states and

countries in which it operates. You must comply with all applicable laws, rules and regulations in

performing your duties for the Company. Various federal, state and local laws and regulations define

and establish obligations with which the Company, its officers, employees, directors and agents must

comply. Under certain circumstances, local country law may establish requirements that differ from

this Code. You are expected to comply with all local country laws in conducting the Company's

business. If you violate these laws or regulations in performing your duties for the Company, you not

only risk individual indictment, prosecution and penalties, and civil actions and penalties, you also

subject the Company to the same risks and penalties. Any violation of these laws may subject you to

immediate disciplinary action, up to and including termination of your employment or affiliation with

the Company.

8. Ethics Obligations for Employees with Financial Reporting Responsibilities

Senior management bears a special responsibility for promoting integrity throughout the

Company.

The Company's Chief Executive Officer, Chief Financial Officer, principal accounting officer or

controller and persons performing similar functions, persons who meet the requirements of Item

406 of Regulation S-K, and such other Company officers as are designated from time to time by the

Audit Committee, shall be deemed the Senior Officers of the Company. Senior Officers have a

responsibility to foster a culture throughout the Company as a whole that mandates the fair and

timely reporting of the Company's results of operations and financial condition and other financial

information. Due to this special role, Senior Officers are also bound by the following senior

management code of ethics, and by accepting the Code of Business Conduct and Ethics, each agrees

that he or she will:

•

perform his or her duties in an honest and ethical manner;

•

address all actual or apparent conflicts of interest between his or her personal and

professional relationships in an ethical manner;

•

undertake all necessary actions to ensure complete, accurate, thorough, timely, and

understandable disclosure in reports and documents that the Company files with, or submits to,

government agencies and in other public communications; and

•

proactively encourage and provide an example of ethical behavior in the work environment.

Exhibit 14

9. Reporting Violations of Company Policies and Receipt of Complaints Regarding Financial Reporting

or Accounting Issues

You should report any violation or suspected violation of this Code to the appropriate Company

personnel or via the Company's anonymous and confidential reporting procedures.

The Company's efforts to ensure observance of, and adherence to, the goals and policies outlined in

this Code require that you promptly bring to the attention of the Audit Committee, any material

transaction, relationship, act, failure to act, occurrence or practice that you believe, in good faith, is

inconsistent with, in violation of, or reasonably could be expected to give rise to a violation of, this

Code. You should report any suspected violations of the Company's financial reporting obligations or

any complaints or concerns about questionable accounting or auditing practices in accordance with

the procedures set forth below.

Here are some approaches to handling your reporting obligations:

•

in the event you believe a violation of the Code, or a violation of applicable laws and/or

governmental regulations has occurred, or you have observed or become aware of conduct which

appears to be contrary to the Code, immediately report the situation to your supervisor, or the Audit

Committee. Supervisors or managers who receive any report of a suspected violation must report the

matter to the Audit Committee.

•

if you have or receive notice of a complaint or concern regarding the Company's financial

disclosure, accounting practices, internal accounting controls, auditing, or questionable accounting

or auditing matters, you must immediately advise your supervisor, or the Audit Committee.

Should you wish to report any such matters anonymously or confidentially, then you may do so as

follows:

• Mail a description of the suspected violation or other complaint or concern to:

Audit Committee

Mobetize Corp.

8105 Birch Bay Square Street, Suite 205

Blaine, Washington 98230

Other Guiding Principles

Use common sense and good judgment. Act in good faith. You should become familiar with and

understand the requirements of this Code. If you become aware of a suspected violation, do not try

to investigate it or resolve it on your own. Instead, promptly disclose the violation to the appropriate

parties in order to assure a thorough and timely investigation and resolution. The circumstances

should be reviewed by appropriate personnel as quickly as possible, since a delay may affect the

results of an investigation. A violation of the Code, or of applicable laws and/or governmental

regulations, is a serious matter and could have legal implications. Allegations of such behavior are

not taken lightly, and should not be made to embarrass someone, or put him or her in a false light.

Reports of suspected violations always should be made in good faith.

Exhibit 14

Internal investigation. When an alleged violation of this Code, applicable laws and/or

governmental regulations is reported, the Company will take appropriate action in accordance with

the compliance procedures outlined in Section 10 of the Code. You are expected to cooperate in

internal investigations of alleged misconduct or violations of the Code or of applicable laws or

regulations.

No fear of retaliation. It is the Company's policy that there will be no intentional retaliation

against any person who provides truthful information to a company or law enforcement official

concerning a possible violation of any law, regulation or Company policy, including this Code. Persons

who retaliate may be subject to civil, criminal and administrative penalties, as well as disciplinary

action, up to and including termination of employment. In cases in which you report a suspected

violation in good faith and are not engaged in the questionable conduct, the Company will attempt to

keep its discussions with you confidential to the extent reasonably possible. In the course of its

investigation, the Company may find it necessary to share information with others on a "need to

know" basis. No retaliation will be taken against you by the Company for reporting alleged violations

while acting in good faith. Similarly, if you believe you are being retaliated against, as a result of your

having reported a suspected violation in good faith, you should immediately report that information

to your supervisor or the Audit Committee.

10. Compliance Procedures

The Company has established this Code as part of its overall policies and procedures. To the

extent that other Company policies and procedures conflict with this Code, you should follow this

Code. The Code applies to all Company directors and Company employees, including all officers,

in all locations.

The Code is based on the Company's core values, good business practices and applicable law. The

existence of a Code, however, does not assure that officers, employees and directors will comply with

it or act in a legal and ethical manner. To achieve optimal legal and ethical behavior, the individuals

subject to this Code must know and understand the Code as it applies to them and as it applies to

others. You must promote the Code and assist others in knowing and understanding it.

•

Compliance. You are expected to become familiar with and understand the requirements of

this Code. Most importantly, you must comply with it.

•

CEO Responsibility. The Company's Chief Executive Officer shall be responsible for ensuring

that this Code is established and effectively communicated to all officers, employees and directors.

Although the day-to-day compliance issues will be the responsibility of the Company's managers, the

Chief Executive Officer has ultimate accountability with respect to the overall implementation of and

successful compliance with the Code.

•

Corporate Compliance Management. The Chief Executive Officer and the Audit Committee

shall be responsible for assuring that the Code becomes an integral part of the Company's culture.

The current members of the Audit Committee are Dr. Malek Ladki, and Donald Duberstein. Any

complaints or concerns related to the Company's financial disclosures, accounting, internal controls

and auditing matters, will be promptly directed to the Audit Committee.

•

Internal Reporting of Violations. The Company's efforts to assure observance of, and

adherence to, the goals and policies outlined in this Code mandate that all officers, employees and

directors of the Company report suspected violations in accordance with Section 9 of this Code.

Exhibit 14

•

Screening of Employees. The Company shall exercise due diligence when hiring and

promoting employees and, in particular, when conducting an employment search for a position

involving the exercise of substantial discretionary authority, such as a member of the executive team,

a senior management position or an employee with financial management responsibilities. The

Company will make reasonable inquiries into the background of each individual who is a candidate

for such a position. All such inquiries shall be made in accordance with applicable law and good

business practice.

•

Access to the Code. The Company shall assure that employees, officers and directors may

access this Code on the Company's web site. In addition, each current employee will be provided with

a copy of the Code. New employees will receive a copy of the Code as part of their new hire

information.

•

Monitoring. The officers of the Company shall be responsible to review the Code with all of

the Company's managers. In turn, the Company's managers with supervisory responsibilities should

review the Code with their direct reports. Managers are the "go to" persons for employee questions

and concerns relating to this Code, especially in the event of a potential violation. Managers or

supervisors will immediately report any violations or allegations of violations to the Audit

Committee. Managers will work with the Audit Committee in assessing areas of concern, potential

violations, any needs for enhancement of the Code or remedial actions to effect the Code's policies

and overall compliance with the Code and other related policies.

•

Auditing. Resources selected by the Audit Committee will be responsible for auditing the

Company's compliance with the Code.

•

Internal Investigation. When an alleged violation of the Code is reported, the Company will

take prompt and appropriate action in accordance with the law and regulations and otherwise

consistent with good business practice. If the suspected violation appears to involve either a possible

violation of law or an issue of significant corporate interest, or if the report involves a complaint or

concern of any person, whether an employee, a shareholder or other interested person regarding the

Company's financial disclosure, internal accounting controls, questionable auditing or accounting

matters or practices or other issues relating to the Company's accounting or auditing, then the

manager or investigator should immediately notify the Audit Committee and/or his or her manager

or other corporate officer. If a suspected violation involves any director or executive officer, or if the

suspected violation concerns any fraud, whether or not material, involving management or other

employees who have a significant role in the Company's internal controls, the Audit Committee or

any person who received such report should immediately report the alleged violation to the Board

of Directors. The Board of Directors shall assess the situation and determine the appropriate course

of action. At a point in the process consistent with the need not to compromise the investigation, a

person who is suspected of a violation shall be apprised of the alleged violation, and shall have an

opportunity to provide a response to the investigator.

Exhibit 14

•

Disciplinary Actions. Subject to the following sentence, the Board of Directors, after

consultation with legal counsel, shall be responsible for implementing the appropriate disciplinary

action in accordance with the Company's policies and procedures for any employee who is found to

have violated this Code. Any violation of applicable law or any deviation from the standards

embodied in this Code will result in disciplinary action, up to and including termination of

employment. Any employee engaged in the exercise of substantial discretionary authority, including

any officer, who is found to have engaged in a violation of law or unethical conduct in connection

with the performance of his or her duties for the Company, shall be removed from his or her position

and not assigned to any other position involving the exercise of substantial discretionary authority.

In addition to imposing discipline upon employees involved in non-compliant conduct, the Company

also will impose discipline, as appropriate, upon an employee's supervisor, if any, who directs or

approves such employee's improper actions, or is aware of those actions but does not act

appropriately to correct them, and upon other individuals who fail to report known non-compliant

conduct.

•

Retention of Reports and Complaints. All reports and complaints made to, or received by, the

Audit Committee shall be logged into a record maintained for this purpose by the Audit Committee

and this record of such report shall be retained for not less than five (5) years.

•

Required Government Reporting. Whenever conduct occurs that requires a report to the

government, the Audit Committee, after consultation with legal counsel, shall be responsible for

complying with such reporting requirements.

•

Corrective Actions. Subject to the following sentence, in the event of a violation of this Code,

the manager and Audit Committee should assess the situation to determine whether the violation

demonstrates a problem that requires remedial action as to Company policies and procedures. If a

violation has been reported to the Audit Committee, that committee shall be involved in the

determination of appropriate remedial or corrective actions. Corrective action may include providing

revised public disclosure, retraining Company employees, modifying Company policies and

procedures, improving monitoring of compliance under existing procedures and other action

necessary to detect similar non-compliant conduct and prevent it from occurring in the future. Any

corrective action shall be documented, as appropriate.

Exhibit 14

11. Complete, Timely and Understandable Disclosure

It is of crucial importance that all disclosure in reports and documents that the Company files

with, or submits to, the Securities & Exchange Commission, and in other public communications

made by the Company is full, fair, accurate, timely and understandable. You must take all steps

available to aid the Company in these responsibilities consistent with your role within the

Company. In particular, you are required to provide prompt and accurate answers to all

inquiries made to you in connection with the Company's preparation of its public reports and

disclosure.

The Company's Chief Executive Officer and Chief Financial Officer are responsible for designing,

establishing, implementing, reviewing and evaluating, on a quarterly basis, the effectiveness of the

Company's disclosure controls and procedures (as such term is defined by applicable Securities &

Exchange Commission rules). The Company's Chief Executive Officer, Chief Financial Officer,

principal accounting officer or controller and persons performing similar functions, persons who

meet the requirements of Item 406 of Regulation S-K, and such other Company officers as are

designated from time to time by the Audit Committee, shall be deemed the Senior Officers of the

Company Senior Officers shall take all steps necessary and suitable to ensure that all disclosure in

reports and documents filed with or submitted to the Securities & Exchange Commission, and all

disclosure in other public communication made by the Company is full, fair, accurate, timely and

understandable.

Senior Officers are also responsible for implementing and maintaining adequate internal control over

financial reporting to provide reasonable assurance regarding the reliability of financial reporting

and the preparation of financial statements for external purposes in accordance with Generally

Accepted Accounting Principles. Senior Officers shall take all necessary steps to ensure compliance

with established accounting procedures, the Company's system of internal controls and Generally

Accepted Accounting Principles. Senior Officers shall make sure that the Company maintains and

keeps books, records, and accounts, which, in reasonable detail, accurately and fairly reflect the

transactions and dispositions of the assets of the Company. Senior Officers also shall assure that the

Company devises and implements a system of internal accounting controls sufficient to provide

reasonable assurances that:

•

transactions are executed with management's general or specific authorization;

•

transactions are recorded as necessary (a) to permit preparation of financial statements in

conformity with Generally Accepted Accounting Principles or any other criteria applicable to such

statements, and (b) to maintain accountability for assets;

•

access to assets is permitted, and receipts and expenditures are made, only in accordance

with management's general or specific authorization; and

•

the recorded accountability for assets is compared with the existing assets at reasonable

intervals and appropriate action is taken with respect to any differences, all to permit prevention or

timely detection of unauthorized acquisition, use or disposition of assets that could have a material

effect on the Company's financial statements.

Any attempt to enter inaccurate or fraudulent information into the Company's accounting system

will not be tolerated and will result in disciplinary action, up to and including termination of

employment.

Exhibit 14

12. Publication of the Code of Business Conduct and Ethics; Amendments and Waivers

The most current version of this Code will be posted and maintained on the Company's web site

and filed as an exhibit to the Company's next succeeding Annual or Quarterly Report filed with

the Securities & Exchange Commission. The Report shall disclose that the Code is maintained on

the Company's web site and shall disclose that substantive amendments and waivers also will

be posted on our web site.

Only substantive amendments relating to the specified elements of this Code of Business Conduct

and Ethics must be disclosed. Any waiver of the Code for executive officers or directors may be made

only by the Board of Directors, and must be promptly disclosed to shareholders. Any amendment to

the Code of Business Conduct and Ethics, or the approval of any waivers by the Board of Directors,

will be disclosed within five (5) business days of such action (a) on the Company's web site for a

period of not less than twelve (12) months and (b) in a Form 8-K filed with the Securities and

Exchange Commission. Such disclosure shall include the reasons for any waiver. The Company will

retain the disclosure relating to any such amendment or waiver for not less than five (5) years.