EXHIBIT 14.0


                              RUB A DUB SOAP, INC.


            CODE OF ETHICS APPLICABLE TO THE CHIEF EXECUTIVE OFFICER,
                          CHIEF FINANCIAL OFFICER AND
                   PRINCIPAL ACCOUNTING OFFICER OR CONTROLLER
     (Approved by the Board of Directors effective as of September 13, 2004)



     Rub A Dub Soap, Inc. (the "Company"), has adopted this Code of Ethics (the
"Code") for the Company's chief executive officer, chief financial officer,
principal accounting officer, controller and other persons performing similar
finance and accounting functions. This Code is intended to comprise the code of
ethics required by Section 406 of the Sarbanes-Oxley Act (the "Act") and the
rules of the Securities and Exchange Commission that implement that section of
the Act.

I. Policy and Principles

     The Company's reputation depends on the reliability of its financial
statements and other public disclosure, the absence of conflicted behavior,
compliance with law and the integrity of senior management. Conduct that impairs
the public trust in the reliability and integrity of the Company's disclosure or
that suggests individual self-dealing not only damages the Company's standing
and recognition, it can also lead to criminal and civil actions that can be
costly to the Company, destructive to Company personnel and financially damaging
to stockholders and other Company constituencies.

     This Code is intended to promote high standards of ethical conduct and
deter wrongdoing amongst the Company's senior management with responsibility for
the Company's financial and other public disclosure. The Company's chief
executive officer and the senior financial personnel mentioned above (all of
whom are referred to in this Code as covered personnel) are required to adhere
to this Code and to enforce compliance with the Code by Company personnel under
their control.

     All references in this Code to the Company include the Company's
subsidiaries and other controlled affiliates.

II.  Standards of Conduct

     1. Honesty and Ethical Conduct
        ---------------------------

     Covered personnel at all times shall act honestly, ethically and in
compliance with law in every aspect of their relationships with the Company, its
business, assets and operations. In so doing, covered personnel shall strive to
avoid even the appearance of impropriety. In every case, covered personnel
should conduct themselves in a manner that, if their conduct were fully
disclosed, the conduct would not detract from the Company's reputation or public
goodwill or expose the Company to criticism or liability for failure to comply
with applicable law or to practice principles of sound corporate governance.



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     Covered personnel shall act in good faith, responsibly, with due care,
prudence and diligence and shall strive to foster a Company culture of honesty,
integrity and accountability.

     Covered personnel shall be accountable for their compliance with this Code.

     2. Conflicts of Interest
        ---------------------

     Covered personnel shall not engage in any conduct that:

     o is inconsistent with the responsibilities of their employment, is
competitive with the business and operations of the Company or is otherwise
contrary to the interests of the Company;

     o prevents or interferes with their exercise of disinterested and objective
business judgment on behalf of the Company;

     o involves using their position with the Company for personal gain or the
gain of any family member (other than approved compensation and benefits for
bona fide services to the Company or immaterial gratuities of a customary
nature);

     o involves the use of any confidential information concerning the Company,
its employees, customers, suppliers and other constituencies acquired in the
course of their office or employment for personal gain or advantage or the gain
or advantage of any family member; or

     o involves the use of any asset or property of the Company for their
personal benefit or the personal benefit of any family member, other than in the
course of carrying out their office or employment in a manner that either has
been approved in the specific instance or is consistent with the Company's
general policies and procedures.

These circumstances are referred to in this Code as conflicts of interest.

     In addition to refraining from engaging in conduct characterized by
conflicts of interest, covered personnel should avoid situations that may give
rise to, or may appear to constitute, such conflicts. A conflict of interest may
arise, or appear to arise, by reason of compensation payable or other benefits
afforded by the Company to covered personnel, members of their families or
entities they control, other than in their capacities as officers or employees
of the Company. This may include the receipt by covered personnel, their family
members or entities that they or their family members control of gifts,
gratuities or other financial benefits from customers, suppliers or other
persons doing business with the Company that would not have been obtained other
than on account of their relationship with the Company.

     Covered personnel should consult with the appropriate compliance supervisor
prior to engaging in any conduct that may reasonably be expected to give rise
to, or reasonably appear to be, a conflict of interest.



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     o In the case of all covered personnel other than the chief executive
officer, the chief financial officer, the chief accounting officer and the
controller, the compliance supervisor shall be the chief financial officer,
except in cases in which a potential conflict or any possible violation of this
Code also involves the chief financial officer.

     o In the case of the chief executive officer, the chief financial officer,
the chief accounting officer and the controller, or in cases of potential
conflicts or possible violations that involve the chief financial officer, the
compliance supervisor shall be the Audit Committee.

In determining whether to approve the conduct, the compliance supervisor shall
consider whether the conduct would be consistent with the principles and
policies of this Code.


     3. Disclosure
        ----------

     Covered personnel shall take all reasonable action within the scope of
their responsibilities to promote full, fair, accurate, timely and
understandable disclosure in reports and documents that the Company files with
the Securities and Exchange Commission or any other applicable regulatory body
or in other public communications made by the Company. Covered personnel shall
not knowingly misrepresent or conceal with an intent to mislead, or cause others
to misrepresent or conceal with an intent to mislead, material facts concerning
the Company.

     In connection with the Company's financial disclosures, covered personnel
shall take reasonable action within the scope of their responsibilities designed
to cause the Company, and/or to require its personnel, as appropriate, to:

     o comply with generally accepted accounting principles and the rules and
regulations of the SEC concerning financial and accounting matters;

     o maintain books and records that accurately and fairly reflect the
transactions, assets and liabilities of the Company, as required by applicable
law;

     o refrain from any financial or accounting practices or pubic financial
disclosure that, while in possible technical compliance with generally accepted
accounting principles and applicable law, are intended to present a misleading
picture of the Company's financial condition or results of operations or trends
relating to these items;

     o promptly report to the Audit Committee any significant or material
deficiencies or weaknesses in the design or operation of the Company's internal
controls over financial reporting;



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     o promptly report to the Company's internal audit department or the Audit
Committee any information indicating that a material violation of generally
accepted accounting principles or any illegal financial or accounting practices
has or may have occurred;

     o cooperate fully with the Company's internal audit department, independent
auditors, internal legal staff, outside legal advisors or any governmental
authority in any investigation regarding possible wrongdoing related to the
Company's financial and accounting disclosure; and

     o refrain from improperly influencing or attempting to coerce, manipulate,
mislead or fraudulently influence the activities of the internal audit
department or any audit conducted by the Company's independent auditors.


     4. Compliance with Law
        -------------------

     Covered personnel shall at all times, as officers or employees of the
Company, not knowingly fail to comply with all governmental laws, rules and
regulations and the rules and regulations of any self-regulatory organizations
applicable to the Company.

     In addition, covered personnel shall take reasonable action within the
scope of their responsibilities designed to cause the Company, and to require
Company personnel, to comply with all laws, rules and regulations as aforesaid,
and to require Company personnel to:

     o promptly report to the appropriate supervisor, which, in the case of
illegality involving financial or accounting matters shall be shall be the Chief
Financial Officer, the Company's internal audit department and/or the Audit
Committee, any information indicating that an illegal act related to the Company
has occurred or may have occurred;

     o cooperate fully with the Company's internal legal staff, outside legal
advisors or any governmental authority in any investigation regarding possible
wrongdoing related to the Company; and

     o refrain from improperly influencing or attempting to coerce or manipulate
any investigation of wrongdoing related to the Company.

III. Compliance

     1. Procedure for Raising Concerns
        ------------------------------

     Covered personnel shall report any action or conduct of which they have
knowledge that is reasonably likely to constitute a violation of this Code by
communicating orally or in writing with the appropriate compliance supervisor.

     2. Procedures for Investigating Concerns
        -------------------------------------

     The Audit Committee shall assume responsibility for investigating any such
report. The Audit Committee may request any officer or employee of the Company
to assist, and shall have the authority to engage independent counsel or other
advisers as it deems necessary to assist, in evaluating a report of violation
and/or conducting an investigation of such report.



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     After conclusion of any investigation in which a violation of this Code has
been determined to exist, notice of the results of such investigation shall be
given to the chief executive officer and to the Board of Directors. The Company
shall take appropriate action to address the violation, including, if warranted
in the circumstances, action designed to prevent similar violations in the
future. This action may include appropriate disciplinary measures against the
violating officer or employee, up to and including termination of employment.
The Company shall also make such disclosures as are required by the rules of the
SEC.

     3. Prohibition on Retaliation
        --------------------------

     The Company shall not penalize or retaliate, or suffer such penalty or
retaliation to exist, against any person or entity for reporting in good faith a
violation of this Code or for providing information, causing information to be
provided or otherwise cooperating in any investigation of a reported violation.

     If the Company shall become aware that any person has been discharged,
terminated, demoted, suspended, threatened, harassed or otherwise retaliated
against or penalized in connection with a report or investigation of a violation
of this Code, the Company's management and/or Board of Directors shall take such
action as necessary or appropriate to annul or otherwise remedy to the extent
practicable the improper action taken against the person making the submission
and to assure that such improper action does not recur, including appropriate
disciplinary action against any person engaging in such retaliatory conduct.

     4. Waivers
        -------

     Covered personnel may request a waiver of any of the provisions of the Code
by submitting a written request for a waiver to the appropriate compliance
supervisor. A waiver means a material departure from the provisions of this
Code.

     The request for a waiver shall set forth the basis of the request and
explain how the waiver would be consistent with policies and principles of this
Code. The compliance supervisor shall review the request and make a
determination of whether to grant or deny the waiver. In making this
determination, the compliance supervisor shall consider whether the proposed
waiver is consistent with honest and ethical conduct, applicable law and the
policies and principles of this Code generally. In connection with its
consideration of the waiver request, the compliance supervisor may consult with
such other persons, including counsel, as the compliance supervisor determines
is appropriate in the circumstances.



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     The written determination of the compliance supervisor to grant or deny a
requested waiver shall be maintained with the records of the Audi Committee. Any
determination to grant a waiver shall be communicated to the chief executive
officer and to the Board of Directors.

     Any waivers and amendments of this Code will, to the extent required, be
disclosed as provided by the rules of the SEC.

     5. Confidentiality
        ---------------

     All records, reports, requests and determinations prepared or maintained
pursuant to this Code shall be considered confidential and shall be maintained
and protected accordingly, except as required by this Code or by law.





YOUR PERSONAL COMMITMENT TO THE CODE OF ETHICS APPLICABLE TO THE CHIEF EXECUTIVE
OFFICER, THE CHIEF FINANCIAL OFFICER AND THE PRINCIPAL ACCOUNTING OFFICER OR
CONTROLLER

     I acknowledge that I have received and read the Rub A Dub Soap, Inc. Code
of Ethics applicable to the chief executive officer, the chief financial officer
and the principal accounting officer or controller, and understand my
obligations to comply with the Code of Ethics.

     I understand that my agreement to comply with the Code of Ethics does not
constitute or give rise to a contract of employment or a guarantee or promise of
any kind.

Please sign here:

Date:

Please print your name:

This signed and completed form must be returned to the Audit Committee.












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