```

                                                                      Exhibit 14

                           CODE OF CONDUCT AND ETHICS

                                       OF

                               CEPTOR CORPORATION

                             -----------------------

                                FEBRUARY 11, 2005

     Employment by CepTor Corporation (the "Company") carries with it the duty
and responsibility to be constantly aware of the importance of ethical conduct
when dealing with competitors, suppliers, customers and other employees. Each of
us, whether an employee, officer, director, agent or representative, has an
individual responsibility to deal ethically in all aspects of the Company's
business and to comply fully with all laws, regulations, and Company policies.
Each individual is expected to assume the responsibility for applying these
standards of ethical conduct and for acquainting himself or herself with the
various laws, regulations, and group policies applicable to his or her assigned
duties. This Code of Conduct and Ethics (the "Code") is applicable not only to
the conduct of each employee of the Company, but also to the conduct of any
associate or relative of such employee in regard to the Company. For the
purposes of this Code, a relative is any person who is related by blood,
marriage or adoption or whose relationship with the employee is similar to that
of persons who are related by blood, marriage or adoption. For the purposes of
this Code, an associate of a person is (1) a corporation or other entity of
which such person is an officer or partner, or is, directly or indirectly, the
beneficial owner of 10 percent or more of any class of equity securities; and
(2) any trust or other estate in which such person has a substantial beneficial
interest or as to which such employee serves as trustee or in a similar
capacity. In complying with the Company's Code, each of us is expected to
exercise high standards of integrity and good judgment and to apply the
following guiding principles:

     1. CONFLICTS OF INTERESTS. You must avoid any "conflict of interest", which
occurs when an individual's private interest interferes in any way, or even
appears to interfere, with the interest of the Company as a whole. Such a
conflict of interest can arise when (i) you take actions or have an interest
that makes it difficult to perform Company work objectively or effectively, (ii)
you or your family receive improper personal benefits as a result of your
position in the Company and (iii) you or your family receive a loan or a
guarantee of an obligation from the Company. To this end, you should never
accept any gift, favor, entertainment or anything else of value from a current
or prospective person or organization that does or desires to do business with
the Company (other than gifts that are consistent with customary business
practices, are not gifts of value, would not be viewed as improper by others and
do not violate applicable laws or regulations). Should a potential conflict of
interest arise, please contact the Chief Executive Officer of the Company or the
Chairman of the Audit Committee of the Board of Directors.

     2. USURPATION OF CORPORATE OPPORTUNITIES. You owe a duty to the Company to
advance the Company's legitimate interests when the opportunity to do so arises.
You must refrain from taking part or exercising influence in any

transaction in which your personal interest may conflict with the best interests
of the Company, including (i) taking for yourself personally opportunities that
are discovered through the use of Company property, information or position,
(ii) using Company property, information or position for personal gain, and
(iii) competing with the Company.

     3. FAIR DEALING. You must endeavor to deal fairly with the Company's
customers, suppliers, competitors and employees. You must not take unfair
advantage of anyone through manipulation, concealment, abuse of privileged
information, misrepresentation of material facts or any other unfair-dealing
practice.

     4. PROTECTION AND PROPER USE OF COMPANY ASSETS. You must protect the
Company's assets and ensure their efficient use. Theft, carelessness and waste
have a direct impact on the Company's profitability. All Company assets should
be used for legitimate business purposes. You should cooperate with your
coworkers and supervisors in the use of the Company's materials, equipment and
facilities, and refrain from using them for non-business purposes.

     5. CONFIDENTIALITY. You must exercise good judgment in the use of
information you may acquire in the course of doing Company business including,
but not limited to, methods of operations, sales, products, profits, costs,
markets, key personnel, licenses, trade secrets and other know-how of the
Company. You must maintain the confidentiality of all such information, except
when disclosure is authorized or legally mandated.

     6. COMPLIANCE WITH LAWS, RULES AND REGULATIONS. You must comply with all
laws, rules, regulations, policies and guidelines applicable to the Company,
including insider trading laws. You must never induce or encourage employees to
engage in illegal or unethical conduct.

     7. EQUAL OPPORTUNITY EMPLOYMENT. You must conduct yourself in a manner to
provide fair and equal opportunity to all employees regardless of race, color,
sex, sexual orientation, religion, age, national origin, veteran's status or
disability and to avoid harassment or unequal treatment of co-employees, as well
as to strive to establish and maintain a work environment that is free from
intimidation, threats or violent acts and the effects of alcohol and drug abuse.

     8. ADDITIONAL REQUIREMENTS. You must conduct yourself in an honest manner
and advance the interests of the Company. To this end, you must:

          a.   treat all employees with dignity and respect individual rights;

          b.   be mindful of the health and safety of all Company employees;

          c.   conduct yourself as a responsible and useful corporate citizen;

          d.   never make a payment, contribution, gift or provide services or
               facilities to a public official on behalf of the Company (you are
               free to contribute personal time or funds to any political
               candidate or party without expectation of reimbursement or time
               off from work to conduct political activities);

                                        2

          e.   make commercial decisions that are in the best interests of the
               Company;

          f.   fully and fairly disclose the financial condition and results of
               operations of the Company in accordance with applicable
               accounting principles, laws, rules and regulations, and in such
               connection, to keep the books and records of the Company so as to
               fully and fairly reflect all Company transactions;

          g.   provide full, fair, accurate, timely and understandable
               disclosure in reports and documents that the Company files with
               or submits to regulatory authorities, as well as in financial
               government, stockholder and other internal or external reports,
               certifications, documentation or audits;

          h.   implement Company programs, systems, practices or procedures, or
               changes thereto required to enforce the Code and/or to avoid
               ethical problems; and

          i.   promptly report knowledge of any illegal or improper activity or
               violations of laws, rules, regulations or this Code of Conduct
               and Ethics to the officer provided below or any supervisor,
               manager or other appropriate personnel of the Company, with the
               assurance that the Company will not allow retaliation for reports
               made in good faith.

     Failure to comply with this Code of Conduct and Ethics may result in
disciplinary actions, including warnings, suspensions, termination of employment
or such other actions as may be appropriate under the circumstances.

     Violations of this Code of Conduct and Ethics must be reported promptly to
the Chief Executive Officer of the Company or the Chairman of the Audit
Committee of the Board of Directors. Any questions pertaining to this Code of
Conduct and Ethics are to be directed to the officer provided above or the
Chairman of the Audit Committee.

                                        3

                                  CERTIFICATION

     I hereby state that I have read the Code of Conduct and Ethics of CepTor
Corporation dated February 11, 2005 and that I understand my responsibilities
thereunder. I agree to abide by the Code of Conduct and Ethics to the best of my
ability. I am not aware of any violation, or any possible violation, of the Code
of Conduct and Ethics or any applicable law or regulation.

Signature:                                      Date:
          -------------------------------            --------------------------

Name (please print):
                    -----------------------

                                        4
```