Exhibit 14.0

                               AQUACELL WATER, INC.
                                  CODE OF ETHICS

1.   Introduction

     The Board of Directors of Aquacell Water, Inc. has adopted this code of
ethics (the "Code"), which is applicable to all directors, officers and
employees to:

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

     *  promote the full, fair, accurate, timely and understandable disclosure
in reports and documents that the Company files with, or submits to, the SEC, as
well as in other public communications made by or on behalf of the Company;

     *  promote compliance with applicable governmental laws, rules and
regulations;

     *  deter wrongdoing; and

     *  require prompt internal reporting of breaches of, and accountability for
adherence to, this Code.

     This Code may be amended only by resolution of the Company's Board of
Directors.  In this Code, references to the "Company" means Aquacell Water, Inc.


2.   Honest, Ethical and Fair Conduct

     Each person owes a duty to the Company to act with integrity.  Integrity
requires, among other things, being honest, fair and candid.  Deceit, dishonesty
and subordination of principle are inconsistent with integrity.  Service to the
Company never should be subordinated to personal gain and advantage.

     Each person must:

     *  Act with integrity, including being honest and candid while still
maintaining the confidentiality of the Company's information where required or
in the Company's interests.

     *  Observe all applicable governmental laws, rules and regulations.

     *  Comply with the requirements of applicable accounting and auditing
standards, as well as Company policies, in the maintenance of a high standard of
accuracy and completeness in the Company's financial records and other business-
related information and data.

     *  Adhere to a high standard of business ethics and not seek competitive
advantage through unlawful or unethical business practices.

     *  Deal fairly with the Company's customers, suppliers, competitors and
employees.

     *  Refrain from taking advantage of anyone through manipulation,
concealment, abuse of privileged information, misrepresentation of material
facts or any other unfair-dealing practice.

     *  Protect the assets of the Company and ensure their proper use.

     *  Refrain from taking for themselves personally opportunities that are
discovered through the use of corporate assets or using corporate assets,
information or position for general personal gain outside the scope of
employment with the Company.

     *  Avoid conflicts of interest wherever possible.  Anything that would be a
conflict for a person subject to this Code also will be a conflict if it is
related to a member of his or her family or a close relative.  Examples of
conflict of interest situations include, but are not limited to, the following:

     *  any significant ownership interest in any supplier or customer;

     *  any consulting or employment relationship with any customer, supplier or
        competitor;

     *  any outside business activity that detracts from an individual's ability
        to devote appropriate time and attention to his or her responsibilities
        with the Company;

     *  the receipt of any money, non-nominal gifts or excessive entertainment
        from any company with which the Company has current or prospective
        business dealings;

     *  being in the position of supervising, reviewing or having any influence
        on the job evaluation, pay or benefit of any close relative;

     *  selling anything to the Company or buying anything from the Company,
        except on the same terms and conditions as comparable officers or
        directors are permitted to so purchase or sell; and

     *  any other circumstance, event, relationship or situation in which the
        personal interest of a person subject to this Code interferes - or even
        appears to interfere - with the interests of the Company as a whole.


3.   Disclosure

     The Company strives to ensure that the contents of and the disclosures in
the reports and documents that the Company files with the Securities and
Exchange Commission (the "SEC") and other public communications shall be full,
fair, accurate, timely and understandable in accordance with applicable
disclosure standards, including standards of materiality, where appropriate.
Each person must;

     *  not knowingly misrepresent, or cause others to misrepresent, facts about
the Company to others, whether within or outside the Company, including to the
Company's independent auditors, governmental regulators, self-regulating
organizations and other governmental officials, as appropriate; and

     *  in relation to his or her area of responsibility, properly review and
critically analyze proposed disclosure for accuracy and completeness.

     In addition to the foregoing, the Chief Executive Officer of Parent and
each subsidiary of Parent, the Chief Financial Officer of Parent and each
subsidiary, and each other person that typically is involved in the financial
reporting of the Company must familiarize himself or herself with the disclosure
requirements applicable to the Company as well as the business and financial
operations of the Company.

     Each person must promptly bring to the attention of the Chairman of the
Audit Committee of Parent's Board of Directors any information he or she may
have concerning (a) significant deficiencies in the design or operation of
internal and/or disclosure 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.


4.   Compliance

     It is the Company's obligation and policy to comply with all applicable
governmental laws, rules and regulations.  It is the personal responsibility of
each person to, and each person must, adhere to the standards and restrictions
imposed by those laws, rules and regulations, including those relating to
accounting and auditing matters.


5.   Reporting and Accountability

     The Audit Committee of the Board of Directors of Parent is responsible for
applying this Code to specific situations in which questions are presented to it
and has the authority to interpret this Code in any particular situation.  Any
person who becomes aware of any existing or potential breach of this Code is
required to notify the Chairman of the Audit Committee promptly.  Failure to do
so is itself a breach of this Code.

     Specifically, each person must:

     *  Notify the Chairman of the Audit Committee promptly of any existing or
potential violation of this Code.

     *  Not retaliate against any other person for reports of potential
violations that are made in good faith.

     The Company will follow the following procedures in investigating and
enforcing this Code and in reporting on the Code:

     *  The Audit Committee will take all appropriate action to investigate any
breaches reported to it.

     *  If the Audit Committee determines that a breach has occurred, it will
inform the Board of Directors.

     *  Upon being notified that a breach has occurred, the Board will take or
authorize such disciplinary or preventive action as it deems appropriate, after
consultation with the Audit Committee and General Counsel, up to and including
dismissal or, in the event of criminal or other serious violations of law,
notification of the SEC or other appropriate law enforcement authorities.

     No person following the above procedure shall, as a result of following
such procedure, be subject by the Company or any officer or employee thereof to
discharge, demotion suspension, threat, harassment or, in any manner,
discrimination against such person in terms and conditions of employment.


6.   Waivers and Amendments

     Any waiver (defined below) or an implicit waiver (defined below) from a
provision of this Code for the principal executive officer, principal financial
officer, principal accounting officer or controller, and persons performing
similar functions or any amendment (as defined below) to this Code is required
to be disclosed in the Company's Annual Report on Form 10-K or in a Current
Report on Form 8-K filed with the SEC.

     A "waiver" means the approval by the Company's Board of Directors of a
material departure from a provision of the Code.  An "implicit waiver" means the
Company's failure to take action within a reasonable period of time regarding a
material departure from a provision of the Code that has been made known to an
executive officer of the Company.  An "amendment" means any amendment to this
Code other than minor technical, administrative or other non-substantive
amendments hereto. All persons should note that it is not the Company's
intention to grant or to permit waivers from the requirements of this Code.  The
Company expects full compliance with this Code.


7.   Other Policies and Procedures

     Any other policy or procedure set out by the Company in writing or made
generally known to employees, officers or directors of the Company prior to the
date hereof or hereafter are separate requirements and remain in full force and
effect.


8.   Inquiries

     All inquiries and questions in relation to this Code or its applicability
to particular people or situations should be addressed to Karen Laustsen,
Secretary.