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                                                                      EXHIBIT 14

                           CODE OF CONDUCT AND ETHICS

                                  INTRODUCTION

     PURPOSE. It is a basic precept of Chinawe.com Inc. (the "Company") that its
employees, officers and directors shall observe the very highest standards of
ethics in the conduct of the Company's business, so that even the mere
appearance of impropriety is avoided, and shall conduct themselves with the
highest regard for the dignity of others. This standard benefits the Company,
its stockholders, its employees and the communities in which the Company
operates.

     The Company has established and maintains various practices, policies and
procedures, which collectively comprise a corporate compliance program, intended
to promote the honest, ethical and lawful behavior of its employees and
directors and to prevent and detect unethical conduct. Specifically, the
corporate compliance program and this Code of Conduct and Ethics (the "Code")
require that employees, officers and directors of the Company act in a manner
that will ensure:

     o    honest and ethical conduct, including the ethical handling of actual
          or apparent conflicts of interest between personal and professional
          relationships;

     o    full, fair, accurate, timely and understandable disclosure in reports
          and documents that the Company files with, or submits to, the
          Securities and Exchange Commission and in other public communications
          made by the Company;

     o    compliance with applicable governmental laws, rules and regulations;
          and

     o    prompt internal reporting of violations of this Code to an appropriate
          person or persons.

     This Code summarizes the Company's long-standing practices, policies and
procedures in a single format.

     INDIVIDUAL AND MANAGEMENT RESPONSIBILITY. This Code applies to every
officer, employee and director of the Company. As an officer, employee or
director of the Company, you are personally required to act within the letter
and spirit of the law and to uphold the Code. Managers are responsible for
ensuring that the Code is understood and enforced within their departments.

     THE CORPORATE COMPLIANCE COMMITTEE AND OMBUDSMEN. The Company has appointed
a Corporate Compliance Committee (the "Compliance Committee") made up of the
Chief Executive Officer and Chief Financial Officer. The Chief Financial Officer
acts as Secretary of the Compliance Committee. The membership of the Compliance
Committee may change from time to time by action of the Board of Directors. The
Compliance Committee will meet periodically to review the Company's compliance
efforts and will report to the Board of Directors on at least an annual basis.
Members of the Compliance Committee will serve as ombudsmen to receive and
address concerns and questions from employees.
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     INTERPRETATION. Inevitably, the Code addresses questions that escape easy
definition. This Code does not summarize or address all ethical questions or
specific situations that might arise. Rather, it is designed to provide
employees, officers and directors with general guidance on their ethical
obligations in the performance of their duties to the Company. There will be
times when you may be unsure about how the Code applies. In such cases, or
simply to voice concerns or to ask questions, you should feel free and are
encouraged to contact the Chief Financial Officer of the Company, Vivian Chu. If
you are uncomfortable contacting Ms. Chu, you may contact the Chairman of the
Board of Directors of the Company, Man Keung Wai. For your convenience,
telephone numbers for each of these individuals are listed on the last page of
this brochure. The Company's outside legal counsel will interpret substantive
areas of the law as they apply to this Code and compliance matters.

     COMPLIANCE AND REPORTING. The Company encourages the active involvement of
its employees in the detection and prevention of misconduct. If you have reason
to believe that an employee, officer or director of the Company, including your
manager, or that any member of senior management or employee of any Company
subsidiary, has violated, may violate or is acting in a manner which appears to
violate the letter or spirit of the law or the standards outlined in this Code,
you are encouraged to report such activity to Vivian Chu. You may do so without
fear of retribution. Reports of misconduct will be kept confidential to the
extent possible, and only those who need to be informed to address the concerns
raised will be advised of the report. However, confidentiality will not protect
anyone who is discovered to have participated in or contributed to a violation,
and, in certain events, federal, state or local laws may require disclosure of a
reporting person's identity.

     DISCIPLINARY ACTION. Employees and directors should understand that this
Code is drafted broadly. The Company intends to enforce the provisions of this
Code vigorously. A violation of the Code, a failure to report a violation or
retaliation against another employee who, in good faith, reports a violation,
could lead to sanctions, including dismissal for cause, as well as, in some
cases, civil and criminal liability. Although any officer, employee or director
who discloses his or her own misconduct may be subject to disciplinary action,
the Company may consider such voluntary self-disclosure as a mitigating factor.

     Notwithstanding the foregoing, this Code should not be used for the
submission of frivolous or unfounded complaints. Submission of frivolous or
unfounded complaints will be dealt with appropriately.

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                    SUMMARY DESCRIPTIONS OF COMPLIANCE AREAS

     Summary descriptions of compliance areas that most often may affect your
daily activities and those of the Company are set forth below. Compliance with
all applicable laws, regulations, orders and standards is expected of you, and
the exclusion of certain compliance areas from the following summary
descriptions should not be viewed as an indication that such excluded compliance
areas are not important.

     COMPLIANCE WITH APPLICABLE LAWS, REGULATIONS AND COMPANY POLICIES. All
employees, officers and directors must comply with all laws, rules and
regulations applicable to the Company and its subsidiaries, including, among
other things, all applicable equal employment opportunity laws and regulations,
antitrust laws and export control laws. Additionally, all employees, officers
and directors must comply with the Company's policies regarding, among other
things, harassment (including sexual harassment), equal employment opportunity
and the Family and Medical Leave Act. Information regarding the Company's
policies and procedures with respect to these and other matters can be found in
the Company's employment materials. All employees, officers and directors should
be familiar with all applicable laws, regulations and Company policies and
procedures.

     FINANCIAL REPORTING/BOOKS AND RECORDS. It is essential that the Company's
financial statements and all books and records on which they are based be, in
management's best judgment, complete and accurate so that they reflect the true
state of our business and disclose the true nature of all disbursements and
other transactions at all times. This is critical, regardless of whether such
records would disclose disappointing results or a failure to meet anticipated
profit levels. Any attempt to mask actual results by inaccurately reflecting
costs, inventory values or sales, or agreeing to private side letters with terms
and conditions not contained in a customer contract etc., cannot and will not be
tolerated. Additionally, all filings by the Company with the Securities and
Exchange Commission and other regulatory bodies must be accurate and timely. If
any employee, officer or director of the Company has concerns or complaints
regarding questionable accounting or auditing matters of the Company, including
a failure to comply with internal controls of the Company or to cooperate with
the Company's internal or independent auditors, then he or she should submit
those concerns or complaints to the Audit Committee of the Board of Directors.

     REAL AND APPARENT CONFLICTS OF INTERESTS. You must avoid situations that
would create a conflict, or the appearance of a conflict, between your personal
interests and the Company's businesses. A conflict situation can arise when an
employee, officer or director takes action or has interests that may make it
difficult to perform his or her duties objectively and effectively.
Consequently, you are expected to avoid or, where appropriate, disclose
situations that, because of some interest of yours or of members of your family,
could consciously or unconsciously have an adverse impact on your ability to
represent the Company's best interests. Some examples of a conflict of interest
include:

     o    owning a material financial interest in a competitor of the Company or
          an entity that does business or seeks to do business with the Company;
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     o    being employed by, performing services for, serving as an officer of,
          or serving on the board of directors of any such entity;

     o    making an investment that could compromise one's ability to perform
          his or her duties to the Company; or

     o    having an immediate family member who engages in any of the activities
          identified above.

     CORPORATE OPPORTUNITIES. Employees, officers and directors are prohibited
from:

     o    taking for themselves personally opportunities that properly belong to
          the Company or that are discovered through the use of corporate
          property, information or position;

     o    using corporate property, information or position for personal gain;
          or

     o    competing with the Company.

     GIFTS, LOANS AND ENTERTAINMENT. You are expected to avoid any involvement
or situation that could interfere, or even appear to interfere, with the
impartial discharge of your duties. For example:

     o    neither you nor any member of your immediate family should receive a
          loan from any customer, competitor or supplier of the Company or any
          director, officer or employee thereof.

     o    neither you nor any member of your immediate family should accept
          gifts of more than nominal value from any customer, competitor or
          supplier of the Company or any director, officer or employee thereof.

     o    neither you nor any member of your immediate family should accept
          entertainment from any customer, competitor or supplier of the Company
          or any director, officer or employee thereof that exceeds in scope and
          cost the common courtesies generally and normally acceptable as
          appropriate to ethical business practices under the circumstances.

     IMPROPER PAYMENTS OR COMMERCIAL BRIBERY. State, federal and foreign laws
prohibit the payment of bribes, kickbacks or other illegal payments by or on
behalf of the Company. Accordingly, neither you nor any member of your immediate
family should make any payment to or give or offer to give any gift or other
item of value, directly or indirectly, to any customer, competitor or supplier
of the Company or any director, officer or employee thereof, except that gifts
or entertainment may be given to representatives of customers or potential
customers if they meet all of the following criteria:

     o    the gift or entertainment is legal;

     o    the gift or entertainment does not comprise cash or cash equivalents;

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     o    the gift or entertainment is of a nominal value such that it cannot be
          construed as a bribe, payoff or other attempt to procure business by
          any reasonable person applying normal, generally accepted standards of
          business ethics; and

     o    public disclosure of such gift or entertainment would not in any sense
          be an embarrassment to the Company.

     CONFIDENTIAL INFORMATION. Except as otherwise approved by the Company in
advance, you must not publish or otherwise disclose, nor use for personal gain,
either during or subsequent to your employment, any confidential information
about the Company, its personnel or the entities with which it does business.
Confidential information includes all non-public information that might be of
use to competitors of the Company or harmful to the Company or its customers if
disclosed. Such information includes, among other things, customer information,
information relating to proposed, ongoing or completed transactions of the
Company, trade secrets, confidential financial information of the Company and
business plans. Whenever feasible, employees, officers and directors should
consult with Vivian Chu if they believe they have a legal obligation to disclose
confidential information.

     INSIDER TRADING. In the performance of your duties, you may acquire inside
or non-public information about the Company or its subsidiaries, or about other
companies with which there may be pending or proposed transactions. Provisions
of the federal and state securities laws and regulations prohibit persons having
material inside information from purchasing, selling or otherwise trading in the
securities of, or in any manner disclosing such information concerning, the
Company or other companies until after the information has been published to the
general public. These laws prohibit selling securities while in possession of
unfavorable inside information to avoid losses, as well as purchasing securities
while possessing favorable inside information to obtain profits. A violation of
this prohibition can subject you to criminal fines and imprisonment and to civil
penalties.

     It is imperative that you not discuss important business developments
involving the Company, any subsidiary or any other relevant entity, in even the
most casual manner, with family, friends or outsiders -- or even other employees
who do not need to have such information -- prior to full public disclosure.
Giving a "tip" to someone else based on your inside information is illegal. Both
you and the person you "tip" may be subject to significant criminal and civil
penalties if securities are traded based on a disclosure of inside information.
It is recommended that you consult with Vivian Chu if you have any doubt as to
the applicability of the foregoing standards to any transaction involving the
securities of the Company or of any corporation or entity having a business
relationship with the Company. Please also see the separate "Insider Trading
Policy" adopted by the Board of Directors for additional restrictions.

     POLITICAL ACTIVITY. The Company encourages you to participate in political
activities, provided that these activities are on your own time, do not
interfere with your work and are not done in a context that identifies you with
the Company. The Company will not reimburse you for any political contributions
that you may make. You should not offer

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any gift or payment, directly or indirectly, to any governmental official or
political party with the objective of procuring or maintaining business or
influencing governmental action favorable to the Company.

     FAIR DEALING. Each employee, officer and director should endeavor to deal
fairly with the Company's customers, suppliers, competitors, officers and
employees. Employees, officers and directors should not take unfair advantage of
any other party through fraud, manipulation, concealment, abuse of privileged
information, misrepresentation or omission of material facts or any other unfair
practices.

     PROTECTION AND PROPER USE OF COMPANY ASSETS. All employees, officers and
directors should protect and safeguard from harm the Company's assets. Theft,
misappropriation or destruction of the Company's assets are in direct violation
of the Company's obligations to the Company's stockholders. Employees, officers
and directors of the Company should only use the Company's assets for legitimate
business purposes.


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                                   CONCLUSION

     Compliance with the law and the conduct of the Company's business in an
ethical manner is in all of our interests. When in doubt as to the propriety of
some action, please contact Vivian Chu or, if you are uncomfortable contacting
her, Man Keung Wai. Ms. Chu and Mr. Wai can be contacted at the following
numbers:

      Vivian Chu, Chief Financial Officer
      c/o (212) 753-7500

      Man Keung Wai, Chairman of the Board of Directors
      c/o (212) 753-7500


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                             EMPLOYEE CERTIFICATION

[Please read, sign, print your name and date, and return this page to Vivian
Chu, Chief Financial Officer of the Company.]

     I, the undersigned employee of Chinawe.com Inc. certify that I have
received and read the Code of Conduct and Ethics to which this form of
certification was attached. I further certify that I understand the substantive
obligations imposed upon me by the Code or, to the extent that I do not
understand these obligations, I acknowledge that procedures are outlined in the
Code to help me develop an appropriate understanding of these obligations.

     I understand that an effective compliance program requires active employee
involvement and that I am encouraged and required to report activities which, in
good faith, I believe are or may be violations. Finally, I understand that any
violation, failure to report a violation or retaliation against another employee
for his or her action in reporting a violation or potential violation will
subject me to disciplinary action, which may include, among other things,
dismissal for cause.