**Exhibit
      14**





**CHINA
      INDUSTRIAL WASTE MANAGEMENT, INC.**





**CODE
      OF BUSINESS CONDUCT AND ETHICS**


**(Adopted
      by the Board of Directors on May 7, 2008)**








Introduction





This
      Code
      of Business Conduct and Ethics covers a wide range of business practices and
      procedures. It does not cover every issue that may arise but it sets out basic
      principles to guide all employees of the Company. All of our employees must
      conduct themselves accordingly and seek to avoid even the appearance of improper
      behavior. The code should also be provided to and followed by the Company’s
      agents and representatives, including consultants.





If
      a law
      conflicts with a policy in this Code, you must comply with the law. If you
      have
      any questions about these conflicts, you should ask your supervisor how to
      handle the situation.





Those
      who
      violate standards in this Code will be subject to disciplinary action, up to
      and
      including termination of employment. *If
      you are in a situation that you believe may violate or lead to a violation
      of
      this Code, follow the guidelines described in Section 14 of this
      Code.*





**1.**  **Compliance
      with Laws, Rules and Regulations**





Obey
      the
      law, both in letter and in spirit, is the foundation on which our ethical
      standards are built. All employees must respect and obey the laws of the cities,
      states and countries in which we operate. Although not all employees are
      expected to know the details of these laws, it is important to know enough
      about
      them to determine when to seek advice from supervisors, managers or other
      appropriate personnel.





**2.**  **Conflicts
      of Interest**





A
      “conflict of interest” exists when a person’s private interests interferes in
      any way with the interests of the Company. A conflict situation can arise when
      an employee, officer or director takes actions or has interests that may make
      it
      difficult to perform his or her Company work objectively and efficiently.
      Conflicts of interest may also arise when an employee, officer or director,
      or
      members of his or her family, receives improper personal benefits as a result
      of
      his or her position in the Company. Loans to, or guarantees of obligations
      of,
      employees and their family members may create conflicts of
      interest.





It
      is
      almost always a conflict of interest for a Company employee to work
      simultaneously for a competitor, customer or supplier. You are not allowed
      to
      work for a competitor as a consultant or board member. The best policy is to
      avoid any direct or indirect business connection with our customers, suppliers
      or competitors, except on our behalf. Conflicts of interest are prohibited
      as a
      matter of Company policy, except under guidelines approved by our Board of
      Directors. Conflicts of interest may not always be clear-cut, so if you have
      a
      question, you should consult with higher levels of management. Any employee,
      officer or director who becomes aware of a conflict or potential conflict should
      bring it to the attention of a supervisor, manager or other appropriate
      personnel or consult with the procedures described in Section 14 of this
      Code.





**3.**  **Insider
      Trading**





Employees
      who have access to confidential information are not permitted to use or share
      that information for stock trading purposes or for any other purpose except
      the
      conduct of our business. All non-public information about the Company should
      be
      considered confidential information. To use non-public information for persona
      financial benefit or to “tip” others who might make an investment decision on
      the basis of this information is not only unethical but also
      illegal.









**4.**  **Corporate
      Opportunities**





Employees,
      officer and directors are prohibited from taking for themselves personally
      opportunities that are discovered through the use of corporate property,
      information or position without the consent of the Board of Directors. No
      employee may use corporate property, information or position for improper
      personal gain, and no employee may compete with the Company, directly or
      indirectly.





**5.**  **Competition
      and Fair Dealing**





We
      seek
      to outperform our competition fairly and honestly. Stealing proprietary
      information, possessing trade secret information that was obtained without
      the
      owner’s consent, or inducing such disclosures by past or present employees of
      other companies is prohibited. Each employee should endeavor to respect the
      rights of and deal fairly with the Company’s customers, suppliers, competitors
      and employees. No employee should take unfair advantage of anyone through
      manipulation, concealment, abuse of privileged information, misrepresentation
      of
      material facts, or any other intentional unfair-dealing practice.





The
      purpose of business entertainment and gifts in a commercial setting is to create
      good will and sound working relationships, not to gain unfair advantage with
      customers. No gift, or entertainment should ever be offered, given, provided
      or
      accepted by any Company employee, family member of an employee or agent, unless
      it (a) is not in cash, (b) is consistent with customary business practices,
      (c)
      is not excessive in value, (d) cannot be construed as a bribe or payoff and
      (e)
      does not violate any laws or regulations. Please discuss with your supervisor
      any gifts or proposed gifts that you are not certain are
      appropriate.





**6.**  **Discrimination
      and Harassment**





The
      diversity of the Company’s employees is a tremendous asset. We are firmly
      committed to providing equal opportunity in all respects aspects of employment
      and will not tolerate illegal discrimination or harassment of any kind. Examples
      include derogatory comments based on racial or ethnic characteristics and
      unwelcome sexual advances.





**7.** **Health
      and Safety**





The
      Company strives to provide each employee with a safe and healthy work
      environment. Each employee has responsibility for maintaining a safe and healthy
      workplace for all employees by following safety and health rules and practices
      and reporting accidents, injuries and unsafe equipment, practices or
      conditions.





Violence
      and threatening behavior are not permitted. Employees should report to work
      in
      condition to perform their duties, free from the influence of illegal drugs
      or
      alcohol. The use of illegal drugs in the workplace will not be
      tolerated.





**8.**  **Record-Keeping**





The
      Company requires honest and accurate recording and reporting of information
      in
      order to make responsible business decisions. For example, only the true and
      actual number of hours worked should be reported.





Many
      employees regularly use business expense accounts, which must be documented
      and
      recorded accurately. If you are not sure whether a certain expense is
      legitimate, ask your supervisor or the Company’s controller or chief financial
      officer.









All
      of
      the Company’s books, records, accounts and financial statements must be
      maintained in reasonable detail, must appropriately reflect the Company’s
      transactions and must conform to both applicable legal requirements and to
      the
      Company’s systems of accounting and internal controls. Unrecorded or “off the
      books” funds or assets should not be maintained unless permitted by applicable
      laws or regulations.





Business
      records and communications often become public, and we should avoid
      exaggeration, derogatory remarks, guesswork or inappropriate characterizations
      of people and companies that can be misunderstood. This applies equally to
      e-mail, internal memos and formal reports. Records should always be retained
      or
      destroyed according to the Company’s record retention policies. In accordance
      with these policies, in the event of litigation or governmental investigation
      please consultant your supervisor. All e-mail communications are the property
      of
      the Company and employees, officers and directors should not expect that Company
      or personal e-mail communications are private. All e-mails are the property
      of
      the Company. No employee, officer or director shall use Company computers,
      including to access the internet, for personal or non-Company
      business.





**9.**  **Confidentiality**





Employees
      must maintain the confidentiality of confidential information entrusted to
      them
      by the Company or its customers, except when disclosure is required by laws
      or
      regulations. Confidential information includes all non-public information that
      might be of use to competitors, or harmful to the Company or its customers,
      if
      disclosed. It also includes information that suppliers and customers have
      entrusted to us. The obligation to preserve confidential information continues
      even after employment ends. In connection with this obligation, employees,
      officers and directors may be required to execute confidentiality agreements
      confirming their agreement to be bound not to disclose confidential information.
      If you are uncertain whether particular information is confidential or
      non-public, please consult your supervisor.





**10.**  **Protection
      and Proper Use of Company Assets**





All
      employees should endeavor to protect the Company’s assets and ensure their
      efficient use. Theft, carelessness and waste have a direct impact on the
      Company’s profitability. Any suspected incident of fraud or theft should be
      immediately reported for investigation. Company equipment should not be used
      for
      non-Company business.





The
      obligation of employees to protect the Company’s assets includes it proprietary
      information. Proprietary information includes intellectual property such as
      trade secrets, patents, trademarks and copyrights, as well as business,
      marketing and service plans, engineering and manufacturing ideas, designs,
      databases, records, salary information and any unpublished financial data and
      reports. Unauthorized use or distribution of this information would violate
      Company policy. It could also be illegal and result in civil or even criminal
      penalties.





**11.**  **Payments
      to Government Personnel**





The
      Unites States Foreign Corrupt Practices Act prohibits giving anything of value,
      directly or indirectly, to officials of foreign governments or foreign political
      candidates in order to obtain or retain business. It is strictly prohibited
      to
      make illegal payments to government officials of any country.





In
      addition, the U. S. government has a number of laws and regulations regarding
      business gratuities that may be accepted by U. S. government personnel. The
      promise, offer or delivery to an official or employee of the U. S. government
      of
      a gist, favor or other gratuity in violation of these rules would not only
      violate Company policy, but could also be a criminal offense. State and local
      governments, as well as foreign governments, may have similar rules.









**12.**  **Waivers
      of the Code of Business Conduct and Ethics**





Any
      waiver of the provisions of this Code may be made only by the Board of Directors
      or a Board committee and will be promptly disclosed as required by law or stock
      exchange rule or regulation.





**13.**  **Reporting
      any Illegal or Unethical Behavior**





Employees
      are encouraged to talk with supervisors, managers or Company officials about
      observed illegal or unethical behavior, and when in doubt about the best course
      of action in a particular situation. It is the Company’s policy not to allow
      retaliation for reports of misconduct by others made in good faith by employees.
      Employees are expected to cooperate in internal investigations of misconduct,
      and the failure to do so could serve as grounds for termination. Any employee
      may submit a good faith concern regarding questionable accounting or auditing
      matters without fear of dismissal or retaliation of any kind.





**14.**  **Compliance
      Procedures**





We
      must
      all work to ensure prompt and consistent action against violations of this
      Code.
      However, in some situations, it is difficult to know if a violation has
      occurred. Since we cannot anticipate every situation that may arise, it is
      important that we have a way to approach a new question or problem. These are
      steps to keep in mind:





|· | Make
              sure you have all the facts.
              In order to reach the rights solutions, we must be as fully informed
              as
              possible.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|· | Ask
              yourself, what specifically am I being asked to do - does it seem
              unethical or improper?
              This will enable you to focus on the specific question you are faced
              with,
              and the alternatives you have. Use your judgment and common sense;
              if
              something seems unethical or improper, it probably
              is.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|· | Clarify
              your responsibility and role.
              In most situations, there is shared responsibility. Are your colleagues
              informed? It may help to get others involved and discuss the
              problem.
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|· | Discuss
              the problem with your supervisor.
              This is the basic guidance for all situations. In many cases, your
              supervisor will be more knowledgeable about the question, and will
              appreciate being brought into the decision-making process. Keep in
              mind
              that it is your supervisor’s responsibility to help solve problems. If
              your supervisor does not or cannot remedy the situation, or you are
              uncomfortable binging the problem to the attention of your supervisor,
              bring the issue to the attention of the human resources supervisor,
              or to
              an officer of the Company.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|· | You
              may report ethical violations in confidence and without fear of
              retaliation.
              If your situation requires that your identity be kept secret, your
              anonymity will be protected. The Company does not permit retaliation
              of
              any kind for good faith reports of ethical
              violations.
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|· | Always
              ask first - act later.
              If you are unsure of what to do in any situation, seek guidancebefore
              your act.
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------








**CODE
      OF ETHICS FOR THE CHIEF EXECUTIVE OFFICER AND SENIOR FINANCIAL
      OFFICERS**







The
      Company has a Code of Business Conduct and Ethics applicable to all employees,
      officers and directors of the Company. The Chief Executive Officer (CEO) and
      senior financial officers of the Company, including its chief financial officer
      and principal accounting officer, are bound by the provisions set forth therein
      relating to ethical conduct, conflicts of interest and compliance with law.
      In
      addition to the Code of Business Conduct and Ethics, the CEO and senior
      financial officers of the Company are also subject to the following specific
      policies:





1.  The
      CEO
      and senior financial officers are responsible for full, fair, accurate, timely
      and understandable disclosure in the periodic reports and other filings required
      to be made by the Company with the Securities and Exchange Commission.
      Accordingly, it is the responsibility of the CEO and each senior financial
      officer promptly to bring to the attention of the Board of Directors any
      material information of which he or she may become aware that affects the
      disclosures made by the Company in its public filings or otherwise impairs
      the
      ability of the Company to make full, fair, accurate, timely and understandable
      public disclosures.





2.  The
      CEO
      and each senior financial officer shall promptly bring to the attention of
      the
      Company’s Audit Committee any information he or she may have concerning (a)
      significant deficiencies in the design or operation of internal controls which
      could adversely affect the Company’s ability to record, process, summarize and
      report financial data or (b) any fraud, whether or not material, that involves
      management or other employees who have a significant role in the Company’s
      financial reporting, disclosures or internal controls.





3.  The
      CEO
      and each senior financial officer shall promptly bring to the attention of
      the
      Board of Directors and the Audit Committee any information he or she may have
      concerning any violation of the Company’s Code of Business Conduct and Ethics,
      including any actual or apparent conflicts of interest between personal and
      processional relationships, involving management or other employees who have
      a
      significant rule in the Company’s financial reporting, disclosures or internal
      controls.





4.  The
      CEO
      and each senior financial officer shall promptly bring to the attention of
      the
      Board of Directors and Audit Committee any information he or she may have
      concerning evidence of a material violation of the securities or other laws,
      rules or regulations applicable to the Company and the operation of its
      business, by the Company or any agent thereof, or of violation of the Code
      of
      Business Conduct and Ethics or of these additional procedures.





5.  The
      Board
      of Directors shall determine, or designate appropriate persons to determine,
      appropriate actions to be taken in the event of violations of the Code of
      Business Conduct and Ethics of these additional procedures by the CEO and the
      Company’s senior financial officers. Such actions shall be reasonably designed
      to deter wrongdoing and to promote accountability for adherence to the Code
      of
      Business Conduct and Ethics and to these additional procedures, and shall
      include written notices to the individual involved that the Board has determined
      that there has been a violation, censure by the Board, demotion or reassignment
      of the individual involved, suspension with or without pay or benefits (as
      determined by the Board) and termination of the individual’s employment. In
      determining what action is appropriate in a particular case, the Board of
      Directors or such designee shall take into account all relevant information,
      including the nature and severity of the violation, whether the violation was
      a
      single occurrence or repeated occurrences, whether the violation appears to
      have
      been intentional or inadvertent, whether the individual in question had been
      advised prior to the violation as to the proper course of action and whether
      or
      not the individual in question had committed other violations in the
      past.