EXHIBIT
14





EAGLE
OIL HOLDING COMPANY, INC.


Code
of Ethics for Principal Executive and Senior Financial Officers





I.
Introduction and Purpose





This Code
of Ethics for Principal Executive and Senior Financial Officers (“Code”) helps
maintain Eagle Oil Holding Company, Inc. (“Company”) standards of business
conduct and ensures compliance with legal requirements, specifically, but not
limited to, Section 406 of the Sarbanes-Oxley Act of 2002 and SEC rules
promulgated thereunder.





In
addition to securing compliance with legal requirements, the purpose of the Code
is to deter wrongdoing and promote ethical conduct, and full, fair, accurate,
timely, and understandable disclosure of financial information in the periodic
reports of the Company.  The matters covered in this Code are of the
utmost importance to the Company, our stockholders and our business partners,
and are essential to our ability to conduct our business in accordance with our
stated values.





Financial
executives hold an important and elevated role in corporate governance and are
uniquely capable and empowered to ensure that stockholders' interests are
appropriately balanced, protected and preserved.  Accordingly, this
Code provides principles to which financial executives are expected
to adhere and advocate.  This Code embodies rules regarding
individual and peer responsibilities, as well as responsibilities to the
company, the public and others.





II.
Application





This Code
is applicable to the following persons (the “Officers”):





1. The
Company’s principal executive officers;





2. The
Company’s principal financial officers;





3. The
Company’s principal accounting officer or controller; and





4.
Persons performing similar functions.





III.
Code of Ethics:





Each
Officer shall adhere to and advocate the following principles and
responsibilities governing professional and ethical conduct:





1. Act
with honesty and integrity, avoiding actual or apparent conflicts of interest in
personal and professional relationships.








2.
Provide information that is full, fair, accurate, complete, objective, relevant,
timely, and understandable to the Company’s Board of Directors, the Securities
and Exchange Commission, the Company’s stockholders, and the
public.





3. Comply
with applicable governmental laws, rules, and regulations.





4. Act in
good faith, responsibly, with due care, competence and diligence, without
misrepresenting material facts or allowing your independent judgment to be
subordinated.





5. Take
all reasonable measures to protect the confidentiality of non-public information
about the Company acquired in the course of your work except when authorized or
otherwise legally obligated to disclose such information and to not use such
confidential information for personal advantage.





6. Assure
responsible use of and control over all assets and resources employed or
entrusted to you.





7.
Promptly report to the Chairman of the Board of Directors:





a. any
information you may have regarding any violation of this Code;





b. any
actual or apparent conflict of interest between personal and/or professional
relationships involving management or any other employee with a role in
financial reporting disclosures or internal controls;





c. any
information you might have concerning evidence of a material violation of the
securities or other laws, rules or regulations applicable to the Company and its
operations;





d.
significant deficiencies in the design or operation of internal controls that
could adversely affect the Company’s ability to record, process, summarize or
report financial data; or





e. 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.





IV.
Reporting Procedure, Process and Accountability





As
discussed above, Officers shall promptly report any violation of this Code to
the Chairman of the Company’s Board of Directors.





Reports
of violations under this Code received by the Chairman of the Board of Directors
shall be investigated by the Board of Directors.





In the
event of a finding that a violation of this Code has occurred, appropriate
action shall be taken that is reasonably designed to deter wrongdoing and to
promote accountability for adherence to this Code, and may include written
notices to the individual involved of the determination that there has been a
violation, censure by the Board, demotion or re-assignment of the individual
involved, suspension with or without pay or benefits, and up to and including,
if appropriate, termination of the individual's employment.  In
determining what action is appropriate in a particular case, the Board of
Directors (or the independent directors of the Board as the case may be) 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 individuals 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.








V.
Anonymous Reporting





Any
violation of this Code and any violation by the Company or its directors or
officers of the securities laws, rules, or regulations, or other laws, rules, or
regulations applicable to the Company may be reported to the Chairman of the
Board of Directors anonymously.





VI.
No Retaliation





It is
against the Company’s policy to retaliate in any way against an Officer for good
faith reporting of violations of this Code.





VII.
Waiver and Amendment




The
Company is committed to continuously reviewing and updating its policies and
procedures.  Therefore, this Code is subject to
modification.  Any amendment or waiver of any provision of this Code
must be approved in writing by the Company’s Board of Directors and promptly
disclosed pursuant to applicable laws and regulations.





VIII.
Acknowledgment Of Receipt Of Code Of Ethics For Principal Executive And Senior
Financial Officers





I have
received and read the Company's Code of Ethics for Principal Executive and
Senior Financial Officers (the “Code”). I understand the standards and policies
contained in the Code and understand that there may be additional policies or
laws applicable to my job. I agree to comply with the Code in all
respects.





If I have
questions concerning the meaning or application of the Code, any Company
policies, or the legal and regulatory requirements applicable to my job, I know
that I can consult with the Chairman of the Board of Directors, knowing that my
questions or reports will remain confidential to the fullest extent
possible.





I
understand that my agreement to comply with this Code does not constitute a
contract of employment.





Officer
      NameSignatureDate