EXHIBIT 14


                               C&D PRODUCTION INC.

                       CODE OF BUSINESS CONDUCT AND ETHICS

                      For Employees, Officers and Directors

INTRODUCTION

                  To further C&D Production's fundamental principles of honesty,
loyalty, fairness and forthrightness we have established the C&D Production Inc.
Code of Business  Conduct and Ethics.  Our Code strives to deter  wrongdoing and
promote the following six objectives:

o Honest and ethical conduct;

o Avoidance  of  conflicts  of  interest   between  personal  and  professional
  relationships;

o Full, fair,  accurate,  timely and transparent  disclosure in periodic reports
  required to be  filed by C&D  Production  with  the  Securities  and  Exchange
  Commission and in other public communications made by C&D Production;

o Compliance  with the  applicable  government  regulations;

o Prompt  internal reporting of Code violations; and

o Accountability for compliance with the Code.

ACCOUNTING CONTROLS, PROCEDURES & RECORDS

                  Applicable  laws and company  policy require C&D Production to
keep books and records that accurately and fairly reflect its  transactions  and
the dispositions of its assets. In this regard, our financial executives shall:

o Provide information that is accurate,  complete,  objective,  relevant, timely
  and understandable.

o Comply with rules and  regulations  of federal,  state,  provincial  and local
  governments, and other appropriate private and public regulatory agencies.

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

                  All  directors,  officers,  employees  and other  persons  are
prohibited  from  directly or  indirectly  falsifying  or causing to be false or
misleading any financial or accounting book, record or account.  Furthermore, no
director, officer or employee of C&D Production may directly or indirectly:

o Make or cause to be made a materially false or misleading statement, or


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o Omit to state,  or cause  another  person to omit to state,  any material fact
  necessary to make statements made not misleading in connection with the audit
  of financial statements by independent accountants, the preparation of any
  required reports whether by independent or internal accountants,  or any other
  work which involves or relates to the filing of a document with the Securities
  and Exchange Commission.

BRIBERY

                  The offering,  promising,  or giving of money,  gifts,  loans,
rewards,  favors or anything of value to any supplier,  customer or governmental
official is strictly prohibited.

COMMUNICATIONS

                  It is very important that the information  disseminated  about
C&D Production be both accurate and consistent.  For this reason, certain of our
executive officers who have been designated as authorized  spokespersons per our
policy regarding  compliance with Regulation FD are responsible for our internal
and external communications,  including public communications with stockholders,
analysts and other  interested  members of the  financial  community.  Employees
should  refer  all  outside   requests  for   information   to  the   authorized
spokespersons.

COMPUTER AND INFORMATION SYSTEMS

                  For business  purposes,  officers and  employees  are provided
telephones and computer  workstations and software,  including network access to
computing  systems  such  as  the  Internet  and  e-mail,  to  improve  personal
productivity and to efficiently manage  proprietary  information in a secure and
reliable manner. You must obtain the permission from our Information  Technology
Services  department to install any software on any company  computer or connect
any personal laptop to the C&D Production  network.  As with other equipment and
assets of C&D  Production,  we are each  responsible  for the appropriate use of
these assets. Except for limited personal use of C&D Production's telephones and
computer/e-mail, such equipment may be used only for business purposes. Officers
and employees should not expect a right to privacy of their e-mail.  All e-mails
on company equipment are subject to monitoring by C&D Production.

CONFIDENTIAL OR PROPRIETARY INFORMATION

                  Company   policy    prohibits    employees   from   disclosing
confidential or proprietary information outside C&D Production, either during or
after  employment,  without  company  authorization  to do so. Unless  otherwise
agreed to in writing,  confidential and proprietary information includes any and
all methods, inventions,  improvements or discoveries, whether or not patentable
or copyrightable, and any other information of a similar nature disclosed to the
directors, officers or employees of C&D Production or otherwise made known to us
as a consequence  of or through  employment or  association  with C&D Production
(including  information originated by the director,  officer or employee).  This
can  include,  but  is not  limited  to,  information  regarding  our  business,
research,  development,  inventions, trade secrets, intellectual property of any
type or description,  data,  business plans,  marketing  strategies and contract
negotiations.


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CONFLICTS OF INTEREST

                  Company policy  prohibits  conflicts  between the interests of
its employees,  officers,  directors and C&D Production.  A conflict of interest
exists when an employee,  officer, or director's personal interest interferes or
may interfere  with the interests of the company.  Conflicts of interest may not
always be clear, so if an employee has a concern that a conflict of interest may
exist, they should consult with higher levels of management,  and in the case of
officers  and  directors,  they  should  consult  with a  member  of  the  Audit
Committee.  When it is deemed to be in the best  interests of C&D Production and
its shareholders,  the Audit Committee may grant waivers to employees,  officers
and  directors who have  disclosed an actual or potential  conflict of interest.
Such waivers are subject to approval by the Board of Directors.

FRAUD

                  Company policy prohibits fraud of any type or description.

INSIDE INFORMATION

                  Company  policy and  applicable  laws  prohibit  disclosure of
material inside  information to anyone outside C&D Production without a specific
business  reason for them to know. It is unlawful and against company policy for
anyone possessing inside  information to use such information for personal gain.
C&D  Production's  policies  with respect to the use and  disclosure of material
non-public  information  are more  particularly  set  forth in C&D  Production's
Insider Trading Policy.

POLITICAL CONTRIBUTIONS

                  Company policy prohibits the use of company, personal or other
funds or resources on behalf of C&D  Production  for political or other purposes
which are improper or  prohibited by the  applicable  federal,  state,  local or
foreign laws,  rules or regulations.  Company  contributions  or expenditures in
connection  with election  campaigns will be permitted where allowed by federal,
state, local or foreign election laws, rules and regulations.

REPORTING AND NON-RETALIATION

                  Employees who have evidence of any violations of this code are
encouraged and expected to report them to their  supervisor,  and in the case of
officers and directors,  they should report evidence of any such violations to a
member of the Audit Committee. Such reports will be investigated in reference to
applicable  laws  and  company  policy.  Violations  of this  Code or any  other
unlawful acts by our officers, directors or employees may subject the individual
to dismissal from employment  and/or fines,  imprisonment  and civil  litigation
according to applicable laws.

                  We  will  not  allow  retaliation   against  an  employee  for
reporting  a possible  violation  of this Code in good  faith.  Retaliation  for
reporting a federal  offense is illegal under federal law and  prohibited  under
this Code.  Retaliation for reporting any violation of a law, rule or regulation


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or a provision of this Code is prohibited. Retaliation will result in discipline
up to and including  termination  of employment  and may also result in criminal
prosecution.

WAIVERS

                  There  shall be no  waiver  of any  part of this  Code for any
director or officer  except by a vote of the Board of  Directors or a designated
board  committee that will ascertain  whether a waiver is appropriate  under all
the  circumstances.  In case a waiver of this Code is granted  to a director  or
officer,  the notice of such waiver  shall be posted on our website  within five
days of the Board of Director's vote or shall be otherwise disclosed as required
by applicable law or the American Stock  Exchange  Rules.  Notices posted on our
website  shall  remain  there for a period of 12 months and shall be retained in
our files as required by law.



                                         Approved By The Board of Directors
                                         April 13, 2004


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