EXHIBIT 14

                       CODE OF BUSINESS CONDUCT AND ETHICS

                  The Board of Directors of Hydro Environmental Resources,  Inc.
(with its  subsidiaries,  the  "Company")  has adopted this code of ethics (this
"Code") to:

                  o    Promote  honest  and  ethical  conduct,   including  fair
                       dealing  and  the  ethical   handling  of   conflicts  of
                       interest.

                  o    Promote full, fair, accurate,  timely, and understandable
                       disclosure.

                  o    Promote  compliance with applicable laws and governmental
                       rules and regulations.

                  o    Ensure  the   protection  of  the  Company's   legitimate
                       business interests,  including  corporate  opportunities,
                       assets, and confidential information.

                  o    Deter wrongdoing.

                  All  directors,  officers,  and  employees  of the Company are
expected  to be  familiar  with the Code and to adhere to those  principles  and
procedures set forth in the Code that apply to them.

                  From time to time,  the Company may waive some  provisions  of
this Code.  Any waiver of the Code for  executive  officers or  directors of the
Company  may be made  only by the  Board of  Directors.  Any  waiver  for  other
employees may be made only by the Code of Ethics Contact Person.

                  1. Honest and Candid  Conduct.  Each  director,  officer,  and
employee owes a duty to the Company to act with integrity.  Integrity  requires,
among  other  things,  being  honest and  candid.  Deceit and  subordination  of
principle are inconsistent with integrity. Each director,  officer, and employee
must:

                  o    Act with  integrity,  including  being  honest and candid
                       while   still   maintaining   the    confidentiality   of
                       information   where  required  or  consistent   with  the
                       Company's policies.

                  o    Observe both the form and spirit of laws and governmental
                       rules and regulations,  accounting standards, and Company
                       policies.

                  o    Adhere to a high standard of business ethics.

                  2. Conflicts of Interest. A "conflict of interest" occurs when
an  individual's  private  interest  interferes or appears to interfere with the
interests  of the  Company.  A conflict of  interest  can arise when a director,
officer,  or employee  takes actions or has interests that may make it difficult
to perform his or her Company work objectively and effectively.  For example,  a
conflict of  interest  would arise if a director,  officer,  or  employee,  or a
member or his or her family,  receives improper personal benefits as a result of
his or her position in the Company.  Any material  transaction  or  relationship
that could  reasonably be expected to give rise to a conflict of interest should
be discussed with the Code of Ethics Contact Person.

                  Service  to  the  Company  should  never  be  subordinated  to
personal gain and advantage. Conflicts of interest should, wherever possible, be
avoided.

                  In particular, clear conflict of interest situations involving
directors,  executive  officers,  and other  employees  who  occupy  supervisory
positions  or who have  discretionary  authority in dealing with any third party
specified below may include the following:

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                  o    Any  significant  ownership  interest in any  supplier or
                       customer.

                  o    Any  consulting  or  employment   relationship  with  any
                       customer, supplier, or competitor.

                  o    Any  outside  business  activity  that  detracts  from an
                       individual's  ability  to  devote  appropriate  time  and
                       attention  to  his  or  her  responsibilities   with  the
                       Company.

                  o    The   receipt   of   non-nominal   gifts   or   excessive
                       entertainment from any company with which the Company has
                       current or prospective business dealings.

                  o    Being  in the  position  of  supervising,  reviewing,  or
                       having  any  influence  on the job  evaluation,  pay,  or
                       benefit of any immediate family member.

                  o    Selling  anything to the Company or buying  anything from
                       the Company,  except on the same terms and  conditions as
                       comparable   directors,   officers,   or  employees   are
                       permitted to so purchase or sell.

                  Such situations,  if material, should always be discussed with
the Code of Ethics Contact Person.

                  Anything  that  would  present  a  conflict  for  a  director,
officer,  or employee would likely also present a conflict if it is related to a
member of his or her family.

                  3. Disclosure. Each director, officer, or employee involved in
the Company's disclosure process,  including the Chief Executive Officer and the
Chief Financial  Officer (the "Senior  Financial  Officers"),  is required to be
familiar with and comply with the Company's  disclosure  controls and procedures
and internal control over financial reporting,  to the extent relevant to his or
her area of  responsibility,  so that the Company's public reports and documents
filed with the Securities and Exchange Commission ("SEC") comply in all material
respects with the applicable federal securities laws and SEC rules. In addition,
each such person  having direct or  supervisory  authority  regarding  these SEC
filings or the  Company's  other public  communications  concerning  its general
business,  results,  financial  condition,  and prospects  should, to the extent
appropriate within his or her area of responsibility, consult with other Company
officers  and  employees  and  take  other  appropriate  steps  regarding  these
disclosures  with  the  goal  of  making  full,  fair,  accurate,   timely,  and
understandable disclosure.

                  Each  director,  officer,  or employee  who is involved in the
Company's disclosure process,  including without limitation the Senior Financial
Officers, must:

                  o    Familiarize   himself  or  herself  with  the  disclosure
                       requirements  applicable  to the  Company  as well as the
                       business and financial operations of the Company.

                  o    Not   knowingly   misrepresent,   or  cause   others   to
                       misrepresent,  facts about the Company to others, whether
                       within or outside the Company, including to the Company's
                       independent  auditors,   governmental   regulators,   and
                       self-regulatory organizations.

                  o    Properly   review   and   critically   analyze   proposed
                       disclosure  for  accuracy  and  completeness  (or,  where
                       appropriate, delegate this task to others).

                  4.  Compliance.  It is the Company's policy to comply with all
applicable laws,  rules, and regulations.  It is the personal  responsibility of
each employee, officer, and director to adhere to the standards and restrictions
imposed by those laws, rules, and regulations.

                  It is against Company policy and in many circumstances illegal
for a director,  officer,  or employee  to profit from  undisclosed  information
relating to the Company or any other company. Any director, officer, or employee

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may not purchase or sell any of the Company's  securities while in possession of
material  nonpublic  information  relating to the Company.  Also,  any director,
officer,  or employee may not purchase or sell  securities  of any other company
while in  possession  of any  material  nonpublic  information  relating to that
company.

                  Any director,  officer, or employee who is uncertain about the
legal  rules  involving  a purchase  or sale of any  Company  securities  or any
securities in companies  that he or she is familiar with by virtue of his or her
work for the  Company,  should  consult with the Code of Ethics  Contact  Person
before making any such purchase or sale.

                  5.  Reporting  and  Accountability.  The Board of Directors is
responsible for applying this Code to specific situations in which questions are
presented to it and has the authority to interpret  this Code in any  particular
situation. Any director,  officer, or employee who becomes aware of any existing
or  potential  violation  of this Code is  required to notify the Code of Ethics
Contact Person promptly. Failure to do so is itself a violation of this Code.

                  Any questions  relating to how this Code should be interpreted
or applied should be addressed to the Code of Ethics Contact Person. A director,
officer,  or employee  who is unsure of whether a situation  violates  this Code
should  discuss the situation  with the Code of Ethics Contact Person to prevent
possible misunderstandings and embarrassment at a later date.

                  Each director, officer, or employee must:

                  o    Notify the Code of Ethics Contact Person  promptly of any
                       existing or potential violation of this Code.

                  o    Not retaliate  against any other  director,  officer,  or
                       employee  for reports of  potential  violations  that are
                       made in good faith.

                  The  Company   will  follow  the   following   procedures   in
investigating and enforcing this Code, and in reporting on the Code:

                  o    Violations and potential  violations  will be reported by
                       the  Code  of  Ethics  Contact  Person  to the  Board  of
                       Directors,  in the case of a  violation  by a director or
                       executive officer,  or the Code of Ethics Contact Person,
                       in the case of a violation by any other  employee,  after
                       appropriate investigation.

                  o    The Board of  Directors  and the Code of  Ethics  Contact
                       Person will take all  appropriate  action to  investigate
                       any  violations   reported  to  them  after   appropriate
                       investigation.

                  o    If the Board of Directors  or the Code of Ethics  Contact
                       Person  determines  that a violation has  occurred,  they
                       will  inform  the  Board of  Directors,  in the case of a
                       violation by a director or executive officer, or the Code
                       of Ethics  Contact  Person in the case of a violation  by
                       any other employee.

                  Upon being  notified that a violation has occurred,  the Board
of Directors or the Code of Ethics Contact Person will take such disciplinary or
preventive action as it deems appropriate,  up to and including dismissal or, in
the event of  criminal  or other  serious  violations  of law,  notification  of
appropriate governmental authorities.

                  From time to time,  the Company may waive some  provisions  of
this Code.  Any waiver of the Code for  executive  officers or  directors of the
Company  may be made  only by the  Board of  Directors.  Any  waiver  for  other
employees may be made only by the Code of Ethics Contact Person.

                  6. Corporate Opportunities. Directors, officers, and employees
owe a duty to the Company to advance the Company's  business  interests when the
opportunity to do so arises.  Directors,  officers, and employees are

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prohibited  from taking (or  directing to a third party) a business  opportunity
that  is  discovered  through  the use of  corporate  property,  information  or
position, unless the Company has already been offered the opportunity and turned
it down. More generally,  directors, officers, and employees are prohibited from
using corporate  property,  information,  or position for personal gain and from
competing with the Company.

                  Sometimes  the line between  personal and Company  benefits is
difficult to draw, and sometimes there are both personal and Company benefits in
certain activities. Directors, officers, and employees who intend to make use of
Company  property  or  services  in a manner not  solely for the  benefit of the
Company should consult beforehand with the Code of Ethics Contact Person.

                  7.  Confidentiality.  In carrying out the Company's  business,
directors,  officers,  and employees  often learn  confidential  or  proprietary
information  about the  Company,  its  customers,  suppliers,  or joint  venture
parties. Directors, officers, and employees must maintain the confidentiality of
all  information so entrusted to them,  except when  disclosure is authorized or
legally mandated. Confidential or proprietary information of the Company, and of
other companies, includes any nonpublic information that would be harmful to the
relevant company or useful or helpful to competitors if disclosed.

                  8. Fair Dealing.  We seek to succeed  through honest  business
competition.  We do not seek competitive advantages through illegal or unethical
business practices. Each director, officer, and employee should endeavor to deal
fairly with the Company's customers, service providers, suppliers,  competitors,
and employees. No director, officer, or employee should take unfair advantage of
anyone  through  manipulation,  concealment,  abuse of  privileged  information,
misrepresentation of material facts, or any unfair dealing practice.

                  9. Protection and Proper Use of Company Assets. All directors,
officers,  and employees  should  protect the Company's  assets and ensure their
efficient use. All Company  assets should be used only for  legitimate  business
purposes.

























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