EXHIBIT 14

                                 CODE OF ETHICS

INTRODUCTION

The Board of Directors  (the  "Board") of  International  Building  Technologies
Group,   Inc.   (together  with  its   subsidiaries,   "International   Building
Technologies Group" or the "Company") has adopted this Code of Ethics. This Code
of Ethics  embodies the Company's  commitment to conduct  business in accordance
with applicable law and the highest ethical standards. It is intended to provide
guidance to help recognize and deal with ethical issues,  to provide a mechanism
for the  reporting  of  unethical or unlawful  conduct,  and to help  maintain a
culture of honesty and accountability.

This  Code of  Ethics  applies  to all  directors,  officers  and  employees  of
International  Building  Technologies Group. This Code of Ethics must be read in
conjunction  with  the  Company's  other  compliance  and  employment  policies,
practices and procedures (as revised from time to time, the "Company Policies").
Although the Company  Policies  are not part of this Code of Ethics,  directors,
officers  and  employees  are also  required  to  know,  and to  abide  by,  all
applicable Company Policies.

Truly ethical business  practices require more than a fear of legal consequences
or a desire for a good reputation in the business  community.  Ethical  business
practices require a clear  understanding of right and wrong, and a motivation on
the part of our  directors,  employees and  contractors to act at all times in a
manner of which they and the  Company can be proud.  This means  adhering to not
only the letter but also the spirit of all applicable laws and regulations.  The
Company  defines  success  to  include  adherence  to a  strong  set of  ethical
principles at every step.

This Code of Ethics has been  prepared  to provide a framework  within  which to
work both legally and ethically. More importantly,  this Code of Ethics reflects
how we at International  Building  Technologies Group think and feel about doing
business,  the  values  we  hold  and  look  for in  others  and  how we want to
distinguish ourselves as a company.

UNDERSTANDING THE CODE OF ETHICS; ACCOUNTABILITY

It is the  responsibility  of each  director,  officer and employee to carefully
read,  understand  and comply with this Code of Ethics  and, as needed,  to seek
clarification  on any point.  Individuals  who fail to comply  with this Code of
Ethics,  including  those  who fail to  report  wrongdoing,  may be  subject  to
disciplinary  action,  including  the  possibility  of  dismissal.  It  is  also
important to understand that violations of certain of the Company's policies may
subject  the  Company  and  those  involved  to  civil  liability  and  damages,
regulatory sanctions and/or criminal prosecution.  Questions regarding any legal
or ethical  requirements  should be directed to one's  immediate  supervisor  or
International Building Technologies Group's Chief Compliance Officer.

REPORTING VIOLATIONS; PROTECTION AGAINST RETALIATION

If an individual engages in or becomes aware of any conduct or activity that may
violate  this Code of  Ethics or an  applicable  law or  regulation,  it is that
individual's  responsibility  to promptly  report the matter by notifying his or
her immediate  supervisor or International  Building  Technologies Group's Chief
Compliance Officer. An individual may make a report anonymously, but must in any
event provide enough  information to enable the Company to properly  address the
matter.

The Company's  policy is to comply with all applicable  financial  reporting and
accounting regulations.  If any director, officer or employee of the Company has
concerns or complaints regarding  questionable  accounting,  internal accounting
controls or auditing  matters,  he or she is encouraged to submit those concerns
or complaints to the Chief  Compliance  Officer or the Board of Directors of the
Company.  The  confidentiality  of all such complaints and concerns submitted by
employees  will be  protected,  including  keeping  the  identity  of the person
submitting the complaint  anonymous,  subject to applicable  law,  regulation or
legal  proceedings.  Any other  complaints  received  by the  Company  regarding
accounting,  internal  accounting controls or auditing matters will be forwarded
to the Board of Directors for investigation.

No  individual  will be  subject  to  retaliation  of any  kind  (or  threat  of
retaliation)  for  reporting  in good  faith  any  ethical  concerns,  suspected
securities  law  violations or other  suspected  misconduct.  Any individual who

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believes that he or she has been retaliated  against (or threatened or harassed)
in violation of this policy should  immediately  report the matter to his or her
immediate supervisor or the Company's Chief Compliance Officer.

PERSONAL CONFLICTS OF INTEREST

Personal "conflicts of interest" exist any time directors, officers or employees
face a choice between their personal interests  (financial or otherwise) and the
interests  of the  Company.  Conflicts  of interest  may call into  question the
Company's integrity.  It is therefore crucial that service to the Company not be
subordinated to personal gain and advantage and that all directors, officers and
employees  be  accountable  for acting in the  Company's  best  interest and for
avoiding even the  appearance of a conflict.  Any individual in a position where
his or her  objectivity may be questioned  because of an individual  interest or
family  or  personal  relationship  (including  if a member  of an  individual's
immediate  family or  household  works  for a company  which is itself in direct
competition with or is doing business with the Company) should notify his or her
immediate supervisor, or the Company's Chief Compliance Officer.  Similarly, any
individual aware of a material transaction or relationship that could reasonably
be expected to give rise to a personal  conflict of interest  should discuss the
matter promptly with the Chief Compliance Officer.

Potential conflicts of interest involving a director or officer will be reviewed
directly by the Board, or an appropriate committee thereof.  Potential conflicts
involving  any other  employee  of the  Company  will be  reviewed  by the Chief
Compliance Officer.

In certain  limited  cases,  activities  giving rise to  potential  conflicts of
interest  may be  permitted  if they are  determined  not to be  harmful  to the
Company.  Any  such  determination  will  be made by the  Board  in the  case of
directors or officers,  and by the Chief Compliance Officer in the case of other
employees.

CORPORATE OPPORTUNITIES

Directors,  officers  and  employees  have a duty to the  Company to advance its
legitimate  interests  whenever the opportunity  arises.  Individuals should not
take for themselves  personally,  or for their friends or family,  opportunities
that are discovered through the use of Company property, information or position
(other than those approved by the Company).  Furthermore,  all  individuals  are
prohibited from competing with the Company unless such  competition is disclosed
to International  Building  Technologies  Group's Chief  Compliance  Officer and
approved in writing in advance.

OUTSIDE AFFILIATIONS, EMPLOYMENT OR ACTIVITIES

Employment  and  participation  in other  activities  outside of the Company may
interfere with an individual's duties as a director,  officer or employee of the
Company.  Service by any  employee  as a  director,  trustee  or officer  (paid,
unpaid, elected, appointed or otherwise) of any other company or any charitable,
civic, religious, political or educational organization (other than a homeowners
association  or similar  association)  requires  advance  written  approval from
International Building Technologies Group's Chief Compliance Officer.  Moreover,
unless  specifically  requested by International  Building  Technologies  Group,
service by any officer or employee  on a board or in an advisory  position  with
other  companies  in the  building  panel  manufacturing  industry  will  not be
permissible. International Building Technologies Group's directors should inform
the Board prior to accepting an appointment to the board of directors of another
company,  both to avoid potential conflicts of interest as well as to facilitate
discussion as to whether the  aggregate  number of  directorships  and attendant
responsibilities held by a director would interfere with such director's ability
to properly discharge his or her duties to the Company.

SAFEGUARDING COMPANY AND CUSTOMER PROPERTY; PROTECTION AND PROPER USE OF COMPANY
ASSETS

Directors, officers and employees are not permitted to take or make unauthorized
use of,  steal or knowingly  misappropriate  the property of the Company for the
individual's  own  unauthorized  use, the  unauthorized use of another or for an
improper or illegal purpose. Directors, officers and employees are not permitted
to remove, sell, loan, convey or dispose of any record,  voucher, money or thing
of value  belonging to the Company  without the Company's  written  consent.  No
individual  may  destroy   Company   property   without  proper   authorization.
Participation  in  unlawful   activities  or  possession  of  illegal  items  or
substances,  whether or not on Company  property  or  business,  may subject the
individual to disciplinary action, including the possibility of dismissal.

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PROPRIETARY AND CONFIDENTIAL INFORMATION

During the course of their  service  with the Company,  directors,  officers and
employees  may  acquire  or be  provided  access to  information  regarding  the
Company's  customers,  trade practices,  systems,  marketing or strategic plans,
fees and revenues and other knowledge considered  proprietary or confidential by
the Company or its partners.  Director, officers and employees are not permitted
to  disclose or use,  either  during or  subsequent  to their  service  with the
Company, any such information they receive or develop during their service which
is considered proprietary or confidential by the Company or its partners, except
for  authorized  business  purposes.  This  includes,  but  is not  limited  to,
information  stored  on any  computer  system  as well as  proprietary  software
developed by or for the Company.

Any  individual  who  possesses   confidential   information  has  an  important
responsibility to keep that information  confidential within the Company, and to
disclose such information internally only on a "need to know" basis. Individuals
must be discreet with this information and avoid  communicating  Company matters
in ways that are susceptible to interception or use by third parties.

COMPLIANCE WITH LAWS, RULES AND REGULATIONS

It  is  each  individual's  responsibility  to  know  and  understand  the  laws
applicable to his or her job responsibilities  (including insider trading laws),
to comply with both the letter and the spirit of those  laws,  and to always act
with the highest ethical standards of business conduct. Furthermore, individuals
must  avoid  not  only  actual  misconduct  but  also  even  the  appearance  of
impropriety.  In the case of any  questionable  conduct,  they must consider how
they and the Company  would be perceived if the conduct  were  publicized.  Each
individual should consult with his or her immediate  supervisor or International
Building  Technologies  Group's  Chief  Compliance  Officer  with any  questions
concerning any legal or ethical requirements.

EQUAL EMPLOYMENT OPPORTUNITY

International  Building  Technologies  Group is committed to a work  environment
where  individuals  are treated  with  dignity  and  respect.  Equal  employment
opportunity  is an  essential  part of this  commitment.  The  Company  does not
discriminate,  and  will not  tolerate  discrimination  (including  harassment),
against any employee or applicant for employment on any basis  prohibited  under
applicable law or Company Policy.

FAIR DEALING

The  Company   expects  its   directors,   officers  and  employees  to  compete
aggressively in furthering the interests of the Company. It also expects them to
do so fairly,  ethically and in a manner that fully complies with all applicable
laws and regulations. To that end, no individual should take unfair advantage of
anyone  through  manipulation,  concealment,  abuse of  privileged  information,
misrepresentation  of material facts or any other intentional  unfair dealing or
practice.

FULL, FAIR, ACCURATE, TIMELY AND UNDERSTANDABLE DISCLOSURE

It is crucial that all books of account, financial statements and records of the
Company reflect the underlying  transactions  and any disposition of assets in a
full, fair,  accurate and timely manner.  All directors,  officers and employees
who are involved in the  Company's  disclosure  process are required to know and
understand the disclosure requirements applicable to the Company that are within
the  scope  of  their  responsibilities,   and  must  endeavor  to  ensure  that
information in documents that  International  Building  Technologies Group files
with or submits to the Securities and Exchange  Commission ("SEC"), or otherwise
discloses  to the public,  is presented in a full,  fair,  accurate,  timely and
understandable manner. Additionally, each individual involved in the preparation
of  the  Company's  financial   statements  must  prepare  those  statements  in
accordance  with  generally  accepted   accounting   principles  and  any  other
applicable  accounting  standards  and  rules so that the  financial  statements
materially,   fairly  and  completely  reflect  the  business  transactions  and
financial condition of the Company.

Furthermore,  it is critically  important that financial  statements and related
disclosures be free of material errors.  Directors,  officers and employees are"
prohibited  from  knowingly  making  or  causing  others  to  make a  materially
misleading,  incomplete  or false  statement to an  accountant or an attorney in
connection  with an audit or any  filing  with any  governmental  or  regulatory
entity (including without limitation, the SEC and The NASDAQ Stock Market, Inc.)
In that  connection,  no  individual,  or any  person  acting  under  his or her

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direction,  shall directly or indirectly take any action to coerce,  manipulate,
mislead or  fraudulently  influence any of the  Company's  auditors if he or she
knows (or should know) that his or her actions,  if successful,  could result in
rendering the Company's financial statements materially misleading.

WAIVERS AND AMENDMENTS

The Company may waive application of this Code of Ethics to directors,  officers
and employees in certain limited situations on a case-by-case basis. Any waivers
of the  provisions  of this Code of Ethics  for  directors  or  officers  may be
granted  only in  exceptional  circumstances  by the  Board.  The  Company  will
promptly  disclose to its  stockholders  and in the Company's public filings any
such waivers granted to any of its directors or officers and the reason for such
waiver. Amendments to this Code of Ethics must also be approved by the Board. It
is each individual's  responsibility  to maintain  familiarity with this Code of
Ethics as it may be revised from time to time.

ACKNOWLEDGEMENT OF RECEIPT AND UNDERSTANDING

I  acknowledge  that I have  received the  International  Building  Technologies
Group, Inc. Code of Ethics and that I have read and understand the standards and
or policies that I must uphold.  I understand that violations of certain Company
policies  may  subject the Company  and those  involved to civil  liability  and
damages,  regulatory  sanctions and/or criminal  prosecution.  I also understand
that if I do not comply  with these  standards  and or  policies  in the Code of
Ethics, my access to Company  resources may be revoked,  and I may be subject to
disciplinary action up to and including discharge.


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