EXHIBIT 14

                            URANIUM POWER CORPORATION
                                 CODE OF ETHICS



INTRODUCTION

         In keeping with our commitment to honest  business  practices,  Uranium
Power  Corporation.   ("Uranium  Power"  or  the  "Company")  has  adopted  this
company-wide Code of Ethics to assist our directors,  officers, and employees in
complying with both our corporate policies and with the law.

         Although this Code of Ethics covers many different  business  practices
and procedures,  it does not cover every issue that may arise. Instead, our Code
sets forth the clear principles and standards that our directors,  officers, and
employees are  accustomed  to following.  This Code also explains how we enforce
our Code. At Uranium  Power,  our goal is to conduct  ourselves in a manner that
avoids even the appearance of impropriety.

         This  Code  should  be read in  conjunction  with our  other  corporate
policies.  If a law conflicts  with a policy in this Code,  you must comply with
the law. If you have questions about this Code, other Uranium Power policies, or
how to comply  with the law in a certain  situation,  it is  important  that you
immediately bring your questions to one of Uranium Power's officers.  If you are
in or observe a situation that you believe may violate or lead to a violation of
this Code,  you should  refer to  section D of our Code for  guidance  on how to
report questionable behavior.

         Anyone  who  violates  the  standards  of this Code will be  subject to
disciplinary action. Such action may include termination of employment.


A. COMPLIANCE WITH ALL LAWS, RULES AND REGULATIONS

         Uranium Power requires that all its directors,  officers, and employees
strictly  adhere to local,  state,  and federal laws, as well as the laws of the
other countries in which we conduct  business.  If you have questions about what
laws we are  subject  to,  or about  how to  comply  with  certain  laws,  it is
important that you alert an officer of Uranium Power to your  question.  We rely
on you not only to act ethically,  but also to assist your fellow  employees and
management in following the law.

         When appropriate,  Uranium Power will provide  information and training
to  promote   compliance   with  laws,   rules,   and   regulations,   including
insider-trading laws.

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B. ETHICAL CONDUCT AND CONFLICTS OF INTEREST

         Uranium Power's employees, officers, and directors are expected to make
or participate in business  decisions and actions based on the best interests of
Uranium Power as a whole,  and not based on personal  relationships  or personal
gain. As we define it, a "conflict of interest"  exists when a person's  private
interest  interferes in any way with the interest of the Company,  or creates an
appearance  of  impropriety.  A  conflict  situation  can  arise  when  you have
interests  that make it difficult for you to perform your work  objectively,  or
when a director,  officer,  or employee receives improper personal benefits as a
result of his or her position with the Company.

         It is almost  always a conflict of interest  for a Company  employee to
work simultaneously for a competitor,  customer,  or supplier.  You should avoid
any  relationship  that would cause a conflict of interest  with your duties and
responsibilities  at Uranium Power. All directors,  officers,  and employees are
expected to disclose to management any situations that may involve inappropriate
or improper  conflicts of interest  affecting them personally or affecting other
employees or those with whom we conduct business.

         Members of our Board of Directors have a special  responsibility to our
Company and to our shareholders.  To avoid conflicts of interest,  Directors are
required to disclose to their fellow  directors  any personal  interest they may
have in a transaction  being considered by the Board and, when  appropriate,  to
recuse themselves from any decision involving a conflict of interest. Waivers of
a conflict of interest or this Code involving  executive  officers and directors
require approval by the Board of Directors.

         Any discovery of a potential or existing conflict of interest should be
immediately  disclosed to management in accordance with the procedures set forth
in Section D of our Code.

C. OUR COMMITMENT TO FULL, FAIR, ACCURATE, TIMELY AND PLAIN ENGLISH DISCLOSURE

         As a respected  public  company,  it is critical  that Uranium  Power's
filings with the  Securities  and Exchange  Commission  be complete,  timely and
accurate in all material respects. At Uranium Power, all our employees, officers
and directors are charged with the  responsibility of providing  management with
accurate and complete  information  to assure we are  complying  with our public
disclosure requirements and our commitment to our shareholders.

         Commensurate with these special duties, all members of Senior Financial
Management and other employees each agree that he or she will:

          1.   Act honestly and ethically in the  performance of their duties at
               Uranium Power,  avoiding actual or apparent conflicts of interest
               in personal and professional relationships.

          2.   Provide  information  that  is  accurate,  complete,   objective,
               relevant,   timely  and  understandable  to  ensure  full,  fair,
               accurate,  timely,  and  understandable  disclosure in Exhibit 14
               reports and documents  filed with or submitted to the SEC or used
               in other public communications by the Company.


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          3.   Comply with rules and regulations of federal, state,  provincial,
               local  and  overseas  governments,  as well  as  those  of  other
               appropriate  private and public  regulatory  agencies that affect
               the conduct of the Company's business and the Company's financial
               reporting.

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

          5.   Respect the confidentiality of information acquired in the course
               of one's  work,  except  when  authorized  or  otherwise  legally
               obligated to disclose  such  information.  Further,  confidential
               information acquired in the course of performing one's duties for
               Uranium Power will not be used for personal advantage.

          6.   Share  knowledge and maintain skills relevant to carrying out the
               member's duties within the Company.

          7.   Proactively  promote and set an example of ethical  behavior as a
               responsible  partner  among  peers  and  colleagues  in the  work
               environment and community.

          8.   Achieve  responsible  use of and  control  over  all  assets  and
               resources of the Company to which they are entrusted.

          9.   Promptly bring to the attention of the Chief  Executive  Officer,
               any  information  concerning  (a) any  conduct  believed  to be a
               violation of law or business ethics, or this Code,  including any
               transaction or relationship  that reasonably could be expected to
               give rise to such a conflict, (b) significant deficiencies in the
               design or operation of internal  controls  which could  adversely
               affect the Company's  ability to record,  process,  summarize and
               report financial data or (c) any fraud,  whether or not material,
               that  involves   management   or  other   employees  who  have  a
               significant   role  in  Uranium  Power's   financial   reporting,
               disclosures, or internal controls.

D.  REPORTING AND TREATMENT OF VIOLATIONS

         Persons who become  aware of suspected  violations  of this Code should
report such suspected  violations  promptly to any member of the Company's Board
of  Directors.  To assist in the  response  to or  investigation  of the alleged
violation, the report should contain as much specific information as possible to
allow for proper  assessment  of the  nature,  extent and urgency of the alleged
violation.  Without  limiting the foregoing,  the report  should,  to the extent
possible, contain the following information:

          o    the  alleged  event,  matter or issue that is the  subject of the
               alleged violation;

          o    the name of each person involved;

          o    if the alleged violation involves a specific event or events, the
               approximate date and location of each event; and

          o    any  additional  information,  documentation  or  other  evidence
               available relating to the alleged violation.



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The  Board  of   Directors   has  the  power  to  monitor,   investigate,   make
determinations  and take  action with  respect to  violations  of this Code.  In
determining  whether  a  violation  of this  Code  has  occurred,  the  Board of
Directors may take into account:

     o    the nature and severity of the violation;

     o    whether the  violation was a single  occurrence  or involved  repeated
          occurrences;

     o    whether the violation appears to have been intentional or inadvertent;

     o    whether the person in question had been advised prior to the violation
          as to the proper course of action;

     o    whether the person in question had committed  other  violations in the
          past; and

     o    such other facts and  circumstances  as the Board of  Directors  shall
          deem advisable in the context of the alleged violation.



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