EXHIBIT 14

                              MODEL CODE OF ETHICS
1.       Introduction

The Board of Directors of Millstream II Acquisition Corporation has adopted this
code of ethics (the "Code"), which is applicable to all directors,  officers and
employees,  to:

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

     o    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;

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

     o    deter wrongdoing; and

     o    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  Millstream  II  Acquisition
Corporation   (the  "Parent")  and,  in   appropriate   context,   the  Parent's
subsidiaries.

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:

     o    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.

     o    Observe all applicable governmental laws, rules and regulations.

     o    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.


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

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

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

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

     o    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.

     o    Avoid  conflicts  of  interest,   wherever   possible,   except  under
          guidelines  approved  by the Board of  Directors  (or the  appropriate
          committee  of the  Board).  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:

          o    any significant ownership interest in any supplier or customer;

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

          o    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;

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

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

          o    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

          o    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.

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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;

          o    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

          o    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  Chairman of the Board of  Directors  of the
Parent and each  subsidiary  of Parent (or  similar  person  performing  similar
functions),  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 (or the Chairman of the Parent's Board
of Directors if no Audit  Committee  exists) 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 Board of  Directors  or Audit  Committee,  if one  exists,  of the 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 Board of Directors or Audit
Committee promptly. Failure to do so is itself a breach of this Code.

Specifically, each person must:


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          o    Notify  the  Chairman  promptly  of  any  existing  or  potential
               violation of this Code.

          o    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:

          o    The Board of Directors or Audit  Committee,  if one exists,  will
               take all appropriate  action to investigate any breaches reported
               to it.

          o    If the Audit  Committee,  if one exists,  determines (by majority
               decision) that a breach has occurred, it will inform the Board of
               Directors.

          o    Upon being  notified  that a breach has  occurred,  the Board (by
               majority  decision) will take or authorize such  disciplinary  or
               preventive  action as it deems  appropriate,  after  consultation
               with the Audit Committee (if one exists) and/or 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-KSB 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.


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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 the Parent's  Assistant
Secretary.