Exhibit 14

BISON INSTRUMENTS, INC.SECTION 406 OF THE
SARBANES-OXLEY ACTCODE OF ETHICS

INTRODUCTION

Bison
Instruments, Inc. expects that its Section 406 Officers (as defined below) will maintain
appropriate standards of honesty and ethical conduct in connection with the performance of
their duties on behalf of the Company. In recognition of this expectation, the Company has
adopted standards of conduct for its Section 406 Officers as provided in this Code of
Ethics (this Code).

APPLICATION

This
Code will apply to the Companys Chief Executive Officer, Chief Financial Officer,
Principal Accounting Officer and corporate Controller (each individually, a Section
406 Officer, and collectively, the Section 406 Officers) with respect to
actions and decisions in their capacities as officers and employees of the Company. This
Code will become effective as of November 1, 2003, and will be applicable to all actions
and decisions of the Section 406 Officers in the foregoing capacities after that date.

PURPOSE

The
purpose of this Code is to codify standards the Company believes are reasonably necessary
to deter wrongdoing and to promote:

- honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest
         between personal and professional relationships;
- avoidance of conflicts of interest, including disclosure to the persons identified in this
Code of any material transaction or relationship that reasonably could be expected to give
rise to such a conflict;
- full, fair, accurate, timely and understandable disclosure in reports and documents that
the Company files with, or submits to, the Securities and Exchange Commission (the
SEC) and in other public communications made by the Company;
- compliance with applicable governmental laws, rules and regulations;

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- prompt internal reporting to the persons identified in this Code of violations of this Code; and
- accountability for adherence to this Code.

STANDARDS OF CONDUCT

Each
Section 406 Officer will be expected to adhere to the following standards in connection
with the performance of his or her duties as an officer and employee of the Company.

Honest
and Ethical Conduct

The
Company expects each Section 406 Officer to act honestly and ethically at all times and
to comply fully with the policies comprising this Code.

Avoidance
of Conflicts of Interest

Each
Section 406 Officer is required to avoid conflicts between his or her personal interests
and the interests of the Company and to disclose any activities, financial interests or
relationships that may present an actual or potential conflict of interest. Section 406
Officers should therefore avoid any investment, interest or association that interferes
or might interfere with the objective or independent exercise of their best judgment or
with the performance of their responsibilities in the best interests of the Company.

Each
Section 406 Officer should promptly inform the Audit Committee of the Companys
Board of Directors (the Committee) of any actual or potential conflicts of
interest, and the Committee will resolve any questions regarding conflicts of interest
involving any of the Section 406 Officers.

Accuracy
of Public Communications

Each
Section 406 Officer has a responsibility to supervise the establishment and maintenance
of adequate and effective disclosure controls and procedures. These controls are designed
to provide assurances to the Company and its shareholders that disclosures of material
information related to the Company and its consolidated subsidiaries in its periodic
reports filed with, or submitted to, the Securities and Exchange Commission and other
public communications are full, fair, accurate, timely and understandable.

Compliance
with Laws, Rules and Regulations

It
is the Companys policy to promote compliance with all applicable laws, rules and
regulations in connection with the Companys business. Section 406 Officers should
familiarize themselves with the legal standards and restrictions applicable to their
assigned duties and responsibilities. The Company requires and encourages compliance with
the spirit - as well as the letter - of the law. Even the appearance of
illegal, dishonest or inappropriate behavior could have a negative impact on the Company
and its employees.

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REPORTING OF VIOLATIONS

Each
Section 406 Officer will be responsible for promptly reporting any violation of this Code
of which he or she becomes aware to the Chairman of the Committee. Directors, officers
and employees of the Company may also report violations of this Code by the Section 406
Officers to the Chairman of the Committee.

ACCOUNTABILITY FOR
ADHERENCE TO THIS CODE

Each
Section 406 Officer will be individually responsible for adhering to the standards set
forth in this Code. Upon receiving a report of a violation of this Code, the Committee,
including its legal and other advisors, will have the full power and authority to
investigate the report and to determine what steps, if any, should be taken to resolve
the problem and avoid the likelihood of its recurrence. These steps may where appropriate
include the termination of a Section 406 Officers employment by the Company and the
commencement of appropriate legal proceedings. Each Section 406 Officer will be obligated
to cooperate fully with any investigation by the Committee. Except as provided for in the
preceding sentence and under Reporting of Violations above, no Section 406
Officer will have any obligation or responsibility for adherence to this Code by any
other Section 406 Officer.

AMENDMENTS AND WAIVERS

This
Code may not be amended or modified without the prior approval of the Committee. Any
waiver of this Code may be made only by the Committee. Any waiver of this Code will be
promptly disclosed and the Companys commitment to disclose these events is
disclosed in the Companys annual report on form 10-KSB.

MISCELLANEOUS

This
Code is intended to be interpreted and administered so as to comply with the requirements
applicable to a code of ethics as defined in the Section 406 of the
Sarbanes-Oxley Act of 2002 and the related rules of the SEC. No other ethics, legal
compliance or other policies or practices of the Company or its subsidiaries that may be
applicable to any of the Section 406 Officers, whether currently in effect or established
in the future and whether or not relating to the same subject matter as this Code, will
be deemed to be a part of this Code.

This
Code is not a contract and is not intended to create any contractual obligations on the
part of the Company. This code also does not alter the at-will or other employment
relationship between the Company and any Section 406 Officer.

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