Exhibit 14

CODE OF ETHICS
OF
FOOD TECHNOLOGY SERVICE, INC.


Purpose

     Food Technology Service, Inc. (the "Company") is committed to the highest
level of ethical behavior.  The Company's business success depends upon the
reputation of the Company and its directors, officer and employees to perform
with the highest level of integrity and principled business conduct.

     This Code of Ethics ("Code") applies to all directors, officers and
employees of the Company, including the Company's principal executive officer
and principal financial officer, (collectively, "Covered Persons").  This Code
is designed to deter wrongdoing and to promote:

*     Honest and ethical conduct, including the ethical handling of actual or
apparent conflicts of interest between personal and professional relationships;

*     Full, fair, accurate, timely, and understandable disclosure in reports
and documents that a registrant files with, or submits to, the Commission and
in other public communications made by the registrant;

*     Compliance with applicable governmental laws, rules and regulations;

*     The prompt internal reporting to an appropriate person or persons
identified in the code of violations of the code; and

*     Accountability for adherence to the code.

     Each Covered Person must conduct himself or herself in accordance with
this Code and must seek to avoid even the appearance of improper behavior.

     This Code is not intended to cover every applicable law or provide answers
to all questions that might arise; for that the Company relies on each person's
sense of what is right, including a sense of when it is appropriate to seek
guidance from others on an appropriate course of conduct.

Honest And Ethical Conduct

     Each Covered Person must always conduct himself or herself in an honest
And ethical manner.  Each Covered Person must act with the highest standards of
personal and professional integrity and must not tolerate others who attempt to
deceive or evade responsibility for actions.  Honest and ethical conduct must be
a driving force in every decision made by a Covered Person while performing his
or her duties for the Company.  When in doubt whether an action is honest and
ethical, seek advice from your immediate supervisor or senior management as
appropriate.

Conflicts Of Interest

     The term "conflict of interest" refers to any circumstance which would
Cast doubt on a Covered Person's ability to act objectively when representing
The Company's interest.  Covered Persons should not use their position or
association with the Company for their own or their family's personal gain and
should avoid situations in which their personal interests (or those of their
family) conflict or overlap, or appear to conflict or overlap, with the
Company's best interests.

     Some examples of situations which could give rise to a conflict of
Interest are given below.  These examples do not limit the general scope of
this policy.

*     If a Covered Person's association with (or financial interest in) another
person or entity would reasonably be expected to interfere with the employee or
director's independent judgment in the Company's best interest, that association
or financial interest creates a conflict of interest.

*     Holding of a financial interest in any present or potential competitor,
customer, supplier, or contractor unless the business or enterprise in which the
associate holds a financial interest is publicly owned and the financial
interest constitutes less than five percent (5%) of the ownership of that
business or enterprise.

*     Acceptance of a membership on the Board of Directors or serving as a
consultant or advisor to any board of any management of a business which is a
present or potential competitor, customer, supplier, or contractor unless
approved in writing by the Chief Executive Officer.

*     Engaging in any transaction involving the Company from which the
associate can benefit, financially or otherwise, apart from regular
compensation received in the usual course of business.  This prohibition is
intended to include lending or borrowing of money, guaranteeing debts, or
accepting gifts, entertainment, or favors from a present or potential
competitor, customer, supplier, or contractor.

*     Use or disclosure to a third party of any unpublished information
obtained by a Covered Person in connection with his or her employment for
personal benefit.

     It is our policy and it is expected that all Covered Persons should
endeavor to avoid all situations that present an actual or apparent conflict of
interest. All actual or apparent conflicts of interest between personal and
professional relationships must be handled honestly and ethically.  If such
person believes he or she may have a conflict of interest, that Covered Person
must report the situation and seek guidance from the appropriate party.  For
purposes of this Code, directors, including the Chairman of the Board, the
chief executive officer, and the chief financial officer shall report any such
situations to the Chairman of the Audit Committee.  Officers (other than the
chief executive officer and chief financial officer) and employees of the
Company shall report any such situations to their immediate supervisor.  It
is the responsibility of the Audit Committee Chairman to determine if a
conflict of interest exists or whether such situation is likely to impair the
Covered Persons ability to perform his or her assigned duties with the
Company, and if such situation is determined to present a conflict, to
determine the necessary resolution.

     Loans are expressly prohibited from the Company to all Directors and
Executive Officers.

Compliance With Applicable Laws, Rules And Regulations

     Compliance with applicable governmental laws, rules and regulations, and
applicable rules and standards of any national securities exchange on which the
Company's securities are listed, both in letter and in spirit, is one of the
foundations on which this Company's ethical policies are built.  Each Covered
Person must understand and take responsibility for complying with the
Applicable governmental laws, rules and regulations of the cities, states and
countries in which the Company operates, and for complying with the applicable
rules and standards of any national securities exchange on which the Company's
securities are listed.

Rules To Promote Full, Fair, Accurate, Timely And Understand-Able Disclosure

As a public company, The Company has a responsibility to report financial
information to security holders so that they are provided accurate information
in all material respects about the Company's financial condition and results of
operations.  It is the policy of the Company to fully and fairly disclose the
financial condition of the Company in compliance with applicable accounting
principles, laws, rules and regulations. Further, it is the Company's policy to
promote full, fair, accurate, timely and understandable disclosure in all
Company reports required to be filed with, or submitted to, the Securities and
Exchange Commission ("SEC") as required by applicable laws, rules and
regulations then in effect, and in other public communications made by the
Company.

Covered Persons may be called upon to provide or prepare necessary information
to ensure that the Company's public reports are complete, fair and
understandable.  The Company expects Covered Persons to take this
responsibility seriously and to provide accurate information related to the
Company's public disclosure requirements.

All books and records of the Company shall fully and fairly reflect all Company
transactions in accordance with accounting principles generally accepted in the
United States of America, and any other financial reporting or accounting
regulations to which the Company is subject.  No entries to the Company's books
and records shall be made or omitted to intentionally conceal or disguise the
true nature of any transaction.  Covered Persons shall maintain all Company
books and records in accordance with the Company's record retention policy.

All Covered Persons must report to the Company any questionable accounting or
auditing matters that may come to their attention.  This applies to all
operating reports or records prepared for internal or external purposes, such
as sales or backlog information.  If any Covered Person has concerns or
complaints regarding questionable accounting or auditing matters of the
Company, the Covered Person should contact their immediate supervisor on a
confidential basis.  If the immediate supervisor is involved in the
questionable accounting or auditing matter, or doesn't timely resolve the
Covered Person's concern, the Covered Person should submit their concern to
 any of the following on a confidential basis: the principal executive officer,
the principal financial officer.

Corporate Opportunities

     Directors and employees are prohibited from taking for themselves
opportunities that are discovered through the use of corporate property,
information or position, or using corporate property, information or position
for personal gain.  Directors and employees owe a duty to the Company to
advance its legitimate interest when the opportunity to do so arises.


Confidentiality

     Directors and employees must maintain the confidentiality of non-public,
proprietary information entrusted to them by the Company, its customers or its
suppliers and use that information only to further the business interests of
the Company, except where disclosure or other use is authorized by the Company
or legally mandated.  This includes information disseminated to employees in an
effort to keep them informed or in connection with their work activities, but
with the instruction, confidential labeling, or reasonable expectation that the
information be kept confidential.

Trading On Insider Information

     Inside information includes any non-public information, whether
favorable or unfavorable, that investors generally consider important in
making investment decisions.  Examples including financial results not yet
released, imminent regulatory approval of an alliance or other significant
matter such as the purchase or sale of a business unit or significant assets,
threatened litigation, or other significant facts about a business.  No
 information obtained as the result of employment at, or a director's service
on the Board of, the Company may be used for personal profit or as the basis
for a "tip" toothers unless such information is first made generally available
to the public.

Protection And Proper Use Of Company Assets

     Directors and employees should protect the Company's assets and ensure
their efficient use.  Theft, carelessness and waste have an adverse impact on
the Company and its profitability.  Company assets may only be used for
legitimate the Company business purposes.

Intellectual Property

     The Company expends a great deal of time, effort and money to protect our
intellectual property.  We are sensitive to issues regarding the improper use
of our intellectual property and avoiding the improper use of intellectual
property of others, including but not limited to copyrights, trademarks, trade
secrets and patents.  In fulfillment of our legal obligations with respect to
intellectual property rights, the Company adheres to copyright laws, including
the application of those laws to copyrighted work in print, video, music,
computer software or other electronic formats.  Employees must not make any
unauthorized reproduction of any copyrighted work.

Reporting Of Violations Of The Code

     Any Covered Person who becomes aware of any violation of the Code must
promptly bring the violation to the attention of the appropriate party as
follows: Directors, the Company's principal executive officer and the principal
financial officer shall report on a confidential basis any violations to the
Chairman of the Audit Committee; officers and employees of the Company shall
report any violations to the Company's Chairman of the Board, principal
executive officer or principal financial officer.

Compliance With Code

     All issues of non-compliance with this policy will be reviewed and
evaluated according to the circumstances and severity of the problem.
Senior management will take actions, as it deems appropriate, which can include
disciplinary action up to and including termination of employment, legal action,
and other measures.

Waiver Of The Code

     Any waiver of this Code may be made only by the independent directors on
the Board of Directors or by an authorized committee of the Board of Directors
comprised solely of independent directors, and will be disclosed as required by
law, SEC regulations or the rules and standards of any national securities
exchange on which the Company's securities are listed.