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                                                                      EXHIBIT 14

                                 CODE OF ETHICS

                            COLLEGIATE PACIFIC INC.

                       CODE OF BUSINESS CONDUCT AND ETHICS
                           Adopted September 22, 2003

1.       INTRODUCTION

This Code of Business Conduct and Ethics ("Code") has been adopted by the Board
of Directors of Collegiate Pacific Inc. (the "Company") and summarizes the
standards that must guide our actions. While covering a wide range of business
practices and procedures, these standards cannot and do not cover every issue
that may arise, or every situation where ethical decisions must be made, but
rather set forth key guiding principles that represent the Company's policies
and establish conditions for employment at the Company.

We must strive to foster a culture of honesty and accountability. Our commitment
to the highest level of ethical conduct should be reflected in all of the
Company's business activities including, but not limited to, relationships with
employees, customers, suppliers, competitors, the government and the public,
including the Company's shareholders. All of the Company's employees, officers
and directors must conduct themselves according to the language and spirit of
this Code and seek to avoid even the appearance of improper behavior.

Even well intentioned actions that violate the law or this Code may result in
negative consequences for the Company and for the individuals involved. For
Company personnel, such consequences may result in corrective and/or
disciplinary action, which may include dismissal or removal from office.

2.       COMPLIANCE WITH LAWS, RULES AND REGULATIONS

The Company is strongly committed to conducting its business affairs with
honesty and integrity and in full compliance with all laws, rules and
regulations in the cities and states in which we operate. No employee, officer
or director of the Company shall commit an illegal or unethical act or instruct
others to do so, for any reason.

If you believe that any practice raises questions as to compliance with this
Code or applicable law, rule or regulation or if you otherwise have questions
regarding any law, rule or regulation, please contact the Company's Chief
Executive Officer.

3.       TRADING ON INSIDE INFORMATION

Using non-public information to trade in securities, or providing a family
member, friend or any other person with a "tip," is illegal and unethical. All
non-public information should be considered confidential inside information and
should never be used for personal gain. You should contact the Company's Chief
Executive Officer with any questions about your ability to buy or sell
securities.

4.       PROTECTION OF CONFIDENTIAL PROPRIETARY INFORMATION

Confidential proprietary information generated and gathered in our business is a
valuable Company asset.


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Protecting this information plays a vital role in the Company's continued growth
and ability to compete, and all confidential proprietary information should be
maintained in strict confidence, except when disclosure is authorized by the
Company or required by law.

Confidential proprietary information includes all non-public information that
might be useful to competitors or that could be harmful to the Company or its
customers or suppliers if disclosed. Confidential information also includes
intellectual property such as trade secrets, patents, trademarks and copyrights,
as well as business research and new product plans, objectives and strategies,
records, databases, salary and benefits data, employee medical information,
customer, employee and suppliers lists and any unpublished financial or pricing
information must also be protected. It also includes information received from
third parties, such as suppliers and customers, and entrusted to us on a
confidential basis.

Unauthorized use or distribution of confidential or proprietary information
violates Company policy and could be illegal. Such use or distribution could
result in negative consequences for both the Company and the individuals
involved, including potential legal and disciplinary actions. We respect the
property rights of other companies and their proprietary information and require
our employees, officers and directors to observe such rights.

Your obligation to protect the Company's proprietary and confidential
information continues even after you leave the Company, and you must return all
proprietary and confidential information in your possession upon leaving the
Company.

5.       CONFLICTS OF INTEREST

The Company's employees, officers and directors have an obligation to act in the
best interest of the Company. All employees, officers and directors should
endeavor to avoid situations that present a potential or actual conflict between
their interest and the interest of the Company.

A "conflict of interest" occurs when a person's private interest interferes in
any way, or even appears to interfere, with the interest of the Company,
including its subsidiaries and affiliates. A conflict of interest can arise when
an employee, officer or director takes an action or has an interest that may
make it difficult for him or her to perform his or her work objectively and
effectively. Conflicts of interest may also arise when an employee, officer or
director (or his or her family members) receives improper personal benefits as a
result of the employee's, officer's or director's position at the Company.

Although it would not be possible to describe every situation in which a
conflict of interest may arise, the following are examples of situations which
may constitute a conflict of interest:

      o     working, in any capacity, for a competitor, customer or supplier
            while employed by the Company;

      o     accepting gifts of more than modest value or receiving personal
            discounts or other benefits as a result of your position at the
            Company from a competitor, customer or supplier;

      o     competing with the Company for the purchase or sale of property,
            services or other interests;

      o     having an interest in a transaction involving the Company, a
            customer or supplier (not including routine investments in publicly
            traded companies);

      o     receiving a loan or guarantee of an obligation as a result of your
            position with the Company, other than permitted loans or guarantees
            by the Company that are properly documented and made pursuant to
            established policies; and


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      o     directing business to a supplier owned or managed by, or which
            employs, a relative or friend.

Situations involving a conflict of interest may not always be obvious or easy to
resolve. Employees should report actions that may involve a conflict of interest
to the Company's Chief Executive Officer.

In order to avoid conflicts of interests, all senior officers and directors must
disclose to the Company's Chief Executive Officer any material transaction or
relationship that reasonably could be expected to give rise to such a conflict,
and the Company's Chief Executive Officer shall notify the Board of Directors of
any such disclosure. Conflicts of interests involving the Company's Chief
Executive Officer shall be disclosed to the Company's Chief Financial Officer or
the Board of Directors. Employees, officers and directors who knowingly fail to
disclose conflicts of interest are subject to disciplinary action, including
dismissal or removal from office.

6.       PROTECTION AND PROPER USE OF COMPANY ASSETS

Protecting Company assets against loss, theft or other misuse are the
responsibility of every employee, officer and director. Loss, theft, misuse and
waste of Company assets directly impact our profitability. Any such loss,
misuse, waste or suspected theft should be reported to a manager/supervisor or
the Company's Chief Executive Officer. The sole purpose of the Company's
equipment, inventory and supplies is the conduct of our business. They may only
be used for Company business consistent with Company guidelines, though
incidental personal use may be permitted.

7.       CORPORATE OPPORTUNITIES

Employees, officers and directors are prohibited from taking for themselves
business opportunities that arise or are discovered through the use of corporate
property, information or position. No employee, officer or director may use
corporate property, information or position for personal gain, and no employee,
officer or director may compete with the Company directly or indirectly.
Competing with the Company may involve engaging in the same line of business as
the Company or any situation where the employee, officer or director takes away
from Company opportunities for sales or purchases of products, services or
interests. Employees, officers and directors owe a duty to the Company to
advance its legitimate interests when the opportunity to do so arises.

8.       FAIR DEALING

Each employee, officer and director of the Company should endeavor to deal
fairly with customers, suppliers, competitors, shareholders, the public and one
another at all times and in accordance with ethical business practices. No one
should take unfair advantage of anyone through manipulation, concealment, abuse
of privileged information, misrepresentation of material facts or any other
unfair dealing practice. No payment in any form shall be made directly or
indirectly to or for anyone for the purpose of obtaining or retaining business
or obtaining any other favorable action. The Company and the employee, officer
or director involved may be subject to disciplinary action as well as potential
civil or criminal liability for violation of this policy.

Occasional business gifts to and entertainment of non-government employees in
connection with business discussions or the development of business
relationships are generally deemed appropriate in the conduct of the Company's
business. However, these gifts should be given infrequently and their value
should be modest. Gifts or entertainment in any form that would likely result in
a feeling or expectation of personal obligation should not be extended or
accepted.

Practices that are acceptable in commercial business environments may be against
the law or the policies


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governing federal, state or local government employees. Therefore, no gifts or
business entertainment of any kind may be given to any government employee
without the prior approval of the Company's Chief Executive Officer.

The Foreign Corrupt Practices Act ("FCPA") prohibits giving anything of value
directly or indirectly to any "foreign official" for the purpose of obtaining or
retaining business. When in doubt as to whether a contemplated payment or gift
may violate the FCPA, contact the Company's Chief Executive Officer before
taking any action.

9.       QUALITY OF PUBLIC DISCLOSURES

The Company has a responsibility to communicate effectively with shareholders so
that they are provided with full and accurate information, in all material
respects, about the financial condition and results of operations of the
Company. The Company's Chief Executive Officer and all senior financial officers
are responsible for full, fair, accurate, timely and understandable disclosure
in periodic reports required to be filed by the Company with the Securities and
Exchange Commission. For purposes of this Code, "senior financial officers"
means the Company's principal financial officer, the Company's principal
accounting officer or controller and other persons performing similar functions
for the Company. Accordingly it is the responsibility of the Company's Chief
Executive Officer and each senior financial officer promptly to bring to the
attention of the Audit Committee 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 assist the Audit
Committee in fulfilling its responsibilities.

The Company's Chief Executive Officer and each senior financial officer shall
promptly bring to the attention of the Audit Committee any information
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.

The Company's Chief Executive Officer and each senior financial officer shall
promptly bring to the attention of the Audit Committee any information
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.

10.      COMPLIANCE WITH ANTITRUST LAWS

The antitrust laws prohibit agreements among competitors on such matters as
prices, terms of sale to customers and allocating markets or customers.
Antitrust laws can be very complex, and violations may subject the Company and
its employees to criminal sanctions, including fines, jail time and civil
liability. If you have any questions, consult the Company's Chief Executive
Officer.

11.      POLITICAL CONTRIBUTIONS AND ACTIVITIES

Any political contributions made by or on behalf of the Company and any
solicitations for political contributions of any kind must be lawful and in
compliance with the Company's policies. This policy applies solely to the use of
Company assets and is not intended to discourage or prevent individual
employees, officers or directors from making political contributions or engaging
in political activities on their own behalf. No one may be reimbursed directly
or indirectly by the Company for personal political contributions.


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12.       ENVIRONMENT, HEALTH AND SAFETY

The Company is committed to conducting its business in compliance with all
applicable environmental and workplace health and safety laws and regulations.
The Company strives to provide a safe and healthy work environment for our
employees and to avoid adverse impact and injury to the environment and
communities in which we conduct our business. Achieving this goal is the
responsibility of all officers, directors and employees. 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.

13.      EQUAL OPPORTUNITY, NON-DISCRIMINATION AND FAIR EMPLOYMENT

The Company's policies for recruitment, advancement and retention of employees
forbid discrimination on the basis of any criteria prohibited by law, including
but not limited to race, sex and age. The Company's policies are designed to
ensure that employees are treated, and treat each other, fairly and with respect
and dignity. In keeping with this objective, conduct involving discrimination or
harassment of others will not be tolerated.

14.      REPORTING ANY ILLEGAL OR UNETHICAL BEHAVIOR

Situations which may involve a violation of ethics, laws or this Code may not
always be clear and may require difficult judgment. Employees are encouraged to
discuss any questions they may have with supervisors, managers or other
appropriate personnel, such as the Human Resources Department, when in doubt
about the best course of action in a particular situation.

Employees should promptly report any concerns about violations of laws, rules,
regulations or this Code to the Company's Chief Executive Officer, or, in the
case of accounting, disclosures, internal accounting controls or auditing
matters, the Audit Committee of the Board of Directors. If concerns or
complaints require confidentiality, including keeping an identity anonymous, we
will endeavor to protect this confidentiality, subject to applicable law,
regulation or legal proceedings.

The Company will not tolerate any kind of retaliation for reports or complaints
regarding misconduct that were made in good faith. Open communication of issues
and concerns by all employees without fear of retribution or retaliation is
vital to the successful implementation of this Code. You are required to
cooperate in internal investigations of misconduct and unethical behavior.

15.      COMPLIANCE PROCEDURES

The Company recognizes the need for this Code to be applied equally to everyone
it covers. The Company's Chief Executive Officer will have primary authority and
responsibility for the enforcement of this Code, subject to the supervision of
the Board of Directors, or, in the case of accounting, internal accounting
controls or auditing matters, the Audit Committee or the Board of Directors, and
the Company will devote the necessary resources to enable the Company's Chief
Executive Officer to establish such procedures as may be reasonably necessary to
create a culture of accountability and facilitate compliance with the Code.
Questions concerning this Code should be directed to the Company's Chief
Executive Officer.

16.      WAIVERS AND AMENDMENTS

Any waivers of the provisions in this Code for the Company's executive officers,
senior financial officers or directors may be granted only by the Board of
Directors and will be promptly disclosed as required by applicable law and
regulations. Any waivers of this Code for other employees may be granted only by


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the Company's Chief Executive Officer and must be in writing to be effective.
Amendments to this Code must be approved by the Board of Directors, and
amendments of the provisions in this Code applicable to the Company's Chief
Executive Officer and senior financial officers also will be promptly disclosed
as required by applicable law and regulations.