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                                                                      EXHIBIT 14
                                    RTW, INC.

                       CODE OF ETHICS AND BUSINESS CONDUCT

                             ADOPTED MARCH 10, 2004

                                  INTRODUCTION

Our Commitment                         We are firmly committed to
                                       conducting our business lawfully and
                                       ethically. We believe it is essential for
                                       each of our directors, officers,
                                       employees and other representatives to
                                       act at all times with honesty and
                                       propriety, to exercise good judgment and
                                       to conduct business in a manner that can
                                       be supported without reservation or
                                       apology.

The Code                               It is not possible to develop a detailed
                                       set of rules, policies or procedures that
                                       cover all circumstances. The best
                                       guidelines are individual integrity,
                                       common sense and compliance with law.
                                       This Code of Ethics and Business Conduct
                                       (the "Code") provides a basic guide to
                                       assist our directors, management,
                                       employees and others acting on our behalf
                                       in understanding their responsibilities.

Applicability of Code                  This Code applies to each of our
                                       directors, officers, employees and other
                                       representatives and to their immediate
                                       family members. We will inform our
                                       independent distributors, dealers and
                                       agents of the importance of adhering to
                                       the provisions and principles of this
                                       Code.

                    OUR RESPONSIBILITIES FOR HONEST BUSINESS

Ethical Conduct                        Our reputation for legal and ethical
                                       behavior is one of our most valuable
                                       assets. We are all responsible for
                                       safeguarding this important asset.

                                       We have a policy of strict compliance
                                       with all laws, whether federal, state,
                                       local or foreign. Our reputation is built
                                       on more than compliance with applicable
                                       laws -- the highest standards of ethical
                                       behavior are essential to maintaining our
                                       good reputation. We do not tolerate
                                       unethical or dishonest conduct.

Conflicts of Interest                  You have a responsibility to avoid all
                                       influences, interests or relationships
                                       that might adversely affect your
                                       commitment to our business or distort
                                       your business judgment. You should make
                                       business decisions based upon the best
                                       interests of our company.

                                       While it is not possible to develop a
                                       comprehensive set of rules covering all
                                       circumstances, the following are examples
                                       of activities that could be considered a
                                       conflict of interest if undertaken by you
                                       or members of your household:

                                       - Owning a substantial interest in any
                                       competing business or in

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                                       any outside concern that does business
                                       with us;

                                       - Providing services as a director,
                                       manager, consultant, employee or
                                       independent contractor to any outside
                                       concern that does business with us or is
                                       in a competing business, except with our
                                       specific prior knowledge and consent;

                                       - Engaging in any outside employment that
                                       is in conflict with an essential
                                       business-related interest or that
                                       requires significant time, attention or
                                       energy, except with our specific prior
                                       knowledge and consent;

                                       - Accepting gifts (other than gifts of
                                       nominal value), favors, compensation,
                                       loans, excessive entertainment or other
                                       similar activities from our competitors
                                       or from any other company or person that
                                       does business or seeks to do business
                                       with us, except with our specific prior
                                       knowledge and consent;

                                       - Representing us in any transaction with
                                       a person or organization in which you or
                                       your immediate family have a direct or
                                       indirect personal interest or may derive
                                       a benefit;

                                       - Competing directly or indirectly with
                                       us in the design, marketing, purchase or
                                       sale of products or services;

                                       - Taking advantage of any business
                                       opportunity that would rightfully belong
                                       to us;

                                       - Using or revealing (without proper
                                       authorization) any trade secrets about
                                       RTW's services, methods, processes or
                                       products, confidential financial
                                       information or other confidential
                                       information concerning our plans,
                                       decisions or activities, including
                                       information that is not available to the
                                       general public and that could be
                                       considered of some importance in a
                                       decision whether to buy or sell our stock
                                       or our business partners' securities.

                                       Additional guidelines and more detailed
                                       information regarding some of the above
                                       examples can be found at the
                                       "Confidential Information" and "Insider
                                       Trading" sections of this Code.

Undue Influence or Bribery             It is illegal to pay or receive a bribe
                                       intended to influence business conduct.
                                       Our policy follows a higher standard than
                                       the law requires and prohibits any
                                       activity that creates an appearance of
                                       impropriety. Use of Company funds or
                                       property to bribe or unduly influence any
                                       decision by a director, officer, employee
                                       or agent of another company or any
                                       governmental employee or official is
                                       strictly prohibited.

Gifts,Donations,                       You may not accept or offer any gift,
Bequests and Legacies                  offer of travel, or unusual hospitality
                                       from any person or organization in
                                       connection with any transaction with us.
                                       However, unsolicited gifts of nominal
                                       value or

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                                       customary hospitality from persons or
                                       entities doing business with us may be
                                       allowed when it is clear that no intent
                                       is being made to influence or obligate.

                                       Business courtesies such as meals,
                                       transportation and entertainment must be
                                       modest in amount and related to a
                                       legitimate purpose. No director, officer
                                       or employee must provide entertainment,
                                       meals or gratuities to any customer or
                                       other business associate (or group
                                       thereof) of the Company of more than
                                       nominal value, or give any gift to such a
                                       person or group, without first obtaining
                                       written approval from the Company. No
                                       business courtesies may be given with
                                       either an explicit or implicit
                                       understanding to use or purchase the
                                       Company's products or services.

                                       Donations to customers and those closely
                                       affiliated with customers must entail a
                                       benefit to society and must be made to
                                       promote good corporate citizenship. Such
                                       donations should be provided in
                                       compliance with applicable laws and
                                       authorized by an appropriate Company
                                       officer.

                                       Neither you nor any member of your
                                       immediate family may accept a bequest or
                                       legacy from any of our customers (other
                                       than a relative or person who has never
                                       had business dealings with us) under a
                                       will or trust without our advance written
                                       permission.

Company Resources                      Our telephones, email and mail service
                                       should be used only for Company business.
                                       Personal telephone calls and email should
                                       be limited.

                     OUR RESPONSIBILITIES IN OUR MARKETPLACE

Regulatory Matters                     Our business is heavily regulated by
                                       governmental agencies. Every employee is
                                       responsible for ensuring compliance with
                                       regulatory requirements. If you have any
                                       concerns with respect to the regulatory
                                       compliance of our business, report these
                                       concerns immediately to management. We
                                       are committed to maintaining an open and
                                       professional relationship with regulators
                                       on matters of regulatory policy and
                                       compliance.

Fair Competition and Antitrust         The primary antitrust concerns in our
                                       segment of the industry lie in the direct
                                       communications with our competitors. Our
                                       competitors include anyone in our
                                       geographic markets marketing or selling
                                       products and services that are the same
                                       as, or similar to, those we market and
                                       sell.

                                       The McCarren-Ferguson Act of 1944 removed
                                       insurance from federal antitrust
                                       regulation and gave that responsibility
                                       to the individual states. We are required
                                       to comply with various state antitrust
                                       and unfair competition laws. These laws
                                       are complex and vary from state to state.
                                       The following activities are generally
                                       prohibited under these laws:

                                       - Agreements with competitors that harm
                                       customers, including price


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                                       fixing and allocations of customers or
                                       contracts.

                                       - Use of theft, deceit, or subterfuge in
                                       order to obtain information;

                                       - Engaging in illegal kickbacks, tying,
                                       refusals to deal, price discrimination or
                                       other illegal competitive practices.

                                       Employees may not discuss information
                                       with our competitors relating to such
                                       subjects as projected sales for any
                                       specific product or service, revenues or
                                       expenses, unannounced products and
                                       services, pricing strategies, personnel
                                       situations and other proprietary
                                       information.

                                       If you are in doubt about whether any
                                       particular conduct is appropriate, you
                                       should seek guidance from management.

Sales and Marketing                    Our goal is to build long-term
                                       relationships with our customers by
                                       demonstrating honesty and integrity. All
                                       of our marketing and advertising will be
                                       accurate and truthful and in compliance
                                       with laws regulating our products and
                                       services. Deliberately misleading
                                       messages, omissions of important fact, or
                                       false claims about our competitors'
                                       offerings are never acceptable.

                                       We will only obtain and conduct our
                                       business legally and ethically. Bribes or
                                       kickbacks are not acceptable and are
                                       strictly prohibited under both state and
                                       federal law.

                        OUR RESPONSIBILITIES TO EMPLOYEES

Respect                                Our employees make a difference in our
                                       performance as a company. Without
                                       dedicated employees, we would be unable
                                       to serve our customers. We expect and
                                       require compliance with all requirements
                                       of applicable labor laws -- including
                                       those regarding occupational health and
                                       safety, equal employment opportunity,
                                       sexual harassment, rates of pay and
                                       overtime. We strive to provide our
                                       employees with a working environment of
                                       mutual respect and support that allows
                                       them to be productive and effective in
                                       their jobs.


Equal Opportunity                      We are an equal opportunity employer. We
                                       are committed to providing a work
                                       environment that is free from
                                       discrimination and harassment of any
                                       kind, whether verbal, physical or visual.
                                       Discrimination and harassment are
                                       strictly prohibited and will not be
                                       tolerated.

Safety                                 A safe and healthy work environment is of
                                       the utmost importance to us. We are
                                       committed to complying with Occupational
                                       Safety and Health Administration
                                       Requirements (OSHA) requirements. Great
                                       care must be taken in order to promptly
                                       correct any safety problems in the
                                       workplace. You must report all accidents
                                       to the appropriate supervisors or
                                       management, no matter how slight.





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                   OUR RESPONSIBILITY FOR COMPANY INFORMATION

Confidential Information               Our success depends upon our ability to
                                       maintain certain information in
                                       confidence. That information includes any
                                       non-public information relating to the
                                       Company, our customers, which include
                                       agents, employers and claimants, and
                                       suppliers, or anyone else who receives
                                       information as part of a business
                                       relationship. Non-public information
                                       about past results and anticipated future
                                       plans should be protected. Confidential
                                       information should not be disclosed to
                                       anyone outside of the Company or to
                                       anyone inside the Company who does not
                                       have a need to know that information.

                                       We must protect customer and employee
                                       information, which includes agents,
                                       employers and claimants, which is
                                       sensitive, private or confidential just
                                       as carefully as our own. Only those who
                                       have a need to know should have access to
                                       confidential information. Both federal
                                       and state privacy laws, including the
                                       health Insurance Portability and
                                       Accountability Act (HIPPA), regulate the
                                       disclosure and use of information
                                       regarding a person's health or treatment
                                       or payment for health care. Any use or
                                       disclosure of this information, except in
                                       compliance with these laws, could result
                                       in criminal or civil punishment, as well
                                       as disciplinary action up to and
                                       including termination of your employment.
                                       Consult with our management if you have
                                       questions about these privacy laws.

                                       Our employees are expected to cooperate
                                       with reasonable requests for information
                                       from government agencies and regulators,
                                       and to consult with management before
                                       responding to any non-routine requests.
                                       All information provided must be truthful
                                       and accurate.

Disclosure of                          Our financial information is not to be
Corporate News                         released to anyone unless it is
and Information                        included in a published report, or
                                       otherwise made generally available to the
                                       public. Questions concerning the
                                       disclosure of confidential information
                                       should be referred to the appropriate
                                       corporate officers. Confidential business
                                       matters, which could be of interest to
                                       competitors, and customer information
                                       should never be discussed with
                                       representatives of the media or in any
                                       other public forum. All media inquiries
                                       or requests for information from
                                       financial analysts or our shareholders
                                       should be referred to the appropriate
                                       corporate officers.

Insider Trading                        We have adopted a formal policy relating
                                       specifically to insider trading. You can
                                       obtain a copy of this policy upon
                                       request.

                                       You may not purchase or sell our
                                       securities (or the securities of our
                                       customers or vendors) if you are in
                                       possession of material information which
                                       has not been disclosed to the general
                                       public. This rule also applies to your
                                       family members. Doing so constitutes a
                                       violation of the law and is against our
                                       policy.

                                       Information should generally be regarded
                                       as "material" if there is a likelihood
                                       that it would be considered important by
                                       an investor in



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                                       making a decision regarding purchasing,
                                       selling or holding the securities. The
                                       analysis of whether information is
                                       material requires the consideration of
                                       many factors. Examples might include
                                       unreleased sales or earnings figures,
                                       projections of future earnings or losses,
                                       news of a pending or proposed merger or
                                       asset purchase, a major new contract or
                                       lawsuit, a change in dividend policies, a
                                       change in management, news of a
                                       significant sale of assets or the
                                       disposition of a subsidiary, and the gain
                                       or loss of a major supplier. Either
                                       positive or negative information may be
                                       material.

                                       Disclosure of material inside information
                                       to others who then trade in securities is
                                       also prohibited. The potential penalties
                                       apply to those who trade on the basis of
                                       the "tipped" information as well as those
                                       responsible for supplying information
                                       (even if the tipped information is
                                       received from, and supplied to, persons
                                       outside of the Company).

                                       Our directors and executive officers must
                                       comply with additional requirements when
                                       trading in our securities. Those
                                       requirements include the avoidance of
                                       "short swing" trading and the filing of
                                       periodic reports with the Securities and
                                       Exchange Commission (SEC) relating to
                                       their trading activities.

                                       There are no exceptions to this policy
                                       and its violation may result in serious
                                       criminal and civil penalties, in addition
                                       to disciplinary action or discharge.

Personal Investments                   In addition to our policies regarding
                                       Insider Trading, you should be
                                       particularly cautious regarding
                                       investments that may appear improper to
                                       customers, regulatory authorities or the
                                       public. Transactions that create the
                                       appearance that an individual working for
                                       us may be improperly benefiting from his
                                       or her relationship with us or violating
                                       his or her fiduciary responsibilities
                                       should be avoided. This policy applies
                                       equally to investments by members of your
                                       immediate family.

                  OUR RESPONSIBILITIES FOR ACCURATE BOOKKEEPING

Accurate Records                       Company books and records must be
                                       properly maintained and must accurately
                                       reflect all transactions. No undisclosed
                                       or unrecorded funds or assets may be
                                       established for any purpose. All
                                       contracts under which funds are disbursed
                                       must accurately state the purposes for
                                       which these funds are paid and must not
                                       be misleading. Our financial statements
                                       and other disclosure must be full, fair,
                                       accurate, timely and understandable.

Foreign Corrupt Practices              We are subject to the Foreign Corrupt
Act Requirements                       Practices Act of 1977 (the "FCPA").
                                       Our policy is to strictly comply with the
                                       provisions of the FCPA, which establishes
                                       certain accounting requirements and
                                       prohibits the bribery of foreign
                                       governmental officials.

                                       Through the FCPA we are subject to two
                                       interrelated accounting requirements.
                                       First, the FCPA requires that we maintain
                                       books, records



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                                       and accounts which fairly and accurately
                                       reflect our transactions and dispositions
                                       of assets in reasonable detail. This
                                       requirement is designed to improve the
                                       accuracy of our financial records and the
                                       audits that represent the cornerstone of
                                       our financial disclosures. Second, the
                                       FCPA requires that we devise and maintain
                                       a system of internal accounting controls
                                       that are sufficient enough to provide
                                       reasonable assurances that our
                                       bookkeeping and accounting objectives
                                       will be attained.

                                       The FCPA also prohibits us from directly
                                       or indirectly giving anything of value to
                                       foreign government officials, foreign
                                       political parties, candidates for
                                       political office, or any person where the
                                       payment will inure to the benefit of any
                                       of the above parties for the purpose of
                                       obtaining special treatment from a
                                       foreign government official, even if the
                                       payment is requested by that person or
                                       organization.

Records Retention                      We have established and maintain a formal
                                       records retention and disposal policy.
                                       You should be aware of this policy and
                                       understand the procedure for the
                                       retention of business documents.

                                       Never alter or destroy documents or
                                       records in response to an investigation
                                       or other lawful request.

               OUR RESPONSIBILITIES FOR OUR INTELLECTUAL PROPERTY

Protection of Our Intellectual         We protect our intellectual property by
Property                               seeking patent, copyright or trade
                                       secret protection and by preventing
                                       disclosure or loss of confidential
                                       information. Our patents, copyrights,
                                       trademarks and other proprietary rights
                                       represent valuable corporate assets. You
                                       are expected to take appropriate steps to
                                       protect our patents, copyrights,
                                       trademarks, trade secrets and other
                                       proprietary information.

Intellectual Property                  Any inventions, designs, discoveries,
and Your Employment                    ideas, concepts, works of authorship
                                       and trade secrets created during the
                                       employment relationship -- or which arise
                                       out of an employee's work or are created
                                       using an employer's time, materials or
                                       assets -- are owned by the employer. You
                                       are expected to cooperate with us in
                                       documenting our ownership of all
                                       intellectual property developed by you
                                       during your employment with us.

Intellectual Property Rights of        The proprietary rights of others must be
Others                                 respected. You may not engage in
                                       industrial espionage or acquire
                                       information about other companies or
                                       their products and technology through
                                       improper means. If you receive a
                                       confidential disclosure of trade secrets
                                       of a technical or business nature from an
                                       outside source, it should be received
                                       under the terms of a written agreement
                                       that spells out our obligations and
                                       rights with respect to the use and
                                       protection of the information.

                     YOUR RESPONSIBILITY IN YOUR COMMUNITIES

Personal Conduct                       You should always be mindful of our
                                       reputation in the communities we




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                                       serve. The success of our business
                                       depends on building trust with our
                                       customers and the public. This trust is
                                       built by your conduct at work and in your
                                       community. Therefore, it is extremely
                                       important that you conduct your business
                                       and personal affairs in such a way as to
                                       avoid discredit or embarrassment. You
                                       should treat all customers and co-workers
                                       with respect and courtesy at all times,
                                       whether or not "on the job."

Political Activities                   We believe that it is important for every
                                       citizen to take an active interest in
                                       political and governmental affairs. All
                                       of our personnel are encouraged to keep
                                       themselves well-informed concerning
                                       political issues and candidates and to
                                       take an active role in fostering better
                                       government. If you elect to participate
                                       in political activities, however, you
                                       should make it clear at all times that
                                       your participation is done as a purely
                                       private citizen and not in the capacity
                                       of a representative of the Company. You
                                       may contribute as you choose to a
                                       particular political candidate or ballot
                                       proposition as long as those
                                       contributions are personal.

                                       We have a right to political expression
                                       on issues and we may express ourselves
                                       through contributions to campaigns that
                                       do not involve the election of candidates
                                       and are not prohibited by law.


             OUR RESPONSIBILITIES FOR ENFORCEMENT AND ACCOUNTABILITY

Enforcement and Accountability         Violation of the principles of this Code
                                       or applicable policies and procedures by
                                       any of our directors, officers or
                                       employees (or their immediate family
                                       members, to the extent applicable) will
                                       result in disciplinary action, up to and
                                       including discharge of the officer or
                                       employee. Violation of this Code by any
                                       business partner may result in
                                       termination of the distribution, dealer
                                       or agency agreement. In some cases,
                                       violation of this Code may also be a
                                       violation of civil or criminal law and
                                       any disciplinary action by the Company
                                       would be in addition to any governmental
                                       civil or criminal penalties.

                                       Any employee who wishes to request waiver
                                       of, or required consent under, any
                                       provision of this Code must make a
                                       written request to their immediate
                                       supervisor; in the case of the Company's
                                       executive officers and directors,
                                       requests for waivers or required consents
                                       must be made to the Company's Audit
                                       Committee.

Reporting Violations                   We have adopted a Policy on Reporting and
                                       Investigating Allegations of Suspected
                                       Improper Activities (the "Reporting
                                       Policy") that governs the investigation
                                       and reporting of improper activities,
                                       including violations of this Code, and
                                       allows employees to submit certain
                                       concerns in a confidential and anonymous
                                       manner.

                                       If you believe that you have discovered a
                                       possible violation of the letter or
                                       intent of this Code, you may contact a
                                       supervisor, manager or officer.





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                                       In the event an alleged violation
                                       involves a member of the Board of
                                       Directors or an officer of the Company, a
                                       report may be made in writing to the
                                       Audit Committee. All reports of a
                                       possible violation will be forwarded
                                       unopened, unaltered and anonymously to
                                       the Audit Committee with the same
                                       "whistleblower" protection as in our
                                       Reporting Policy.

Who to Contact Regarding Accounting    If you have questions or concerns about
Concerns                               the accounting or auditing practice
                                       of RTW, including its internal accounting
                                       controls, you are encouraged to report
                                       these concerns to the RTW Audit
                                       Committee.

                                       These reports should be submitted and
                                       will be administered as outlined in our
                                       Reporting Policy.

Who to Contact with Questions or       If you have questions or concerns
Concerns on Code of Ethics and         relating to this Code, you may contact:
Conduct


                                       Jeffrey Murphy
                                       President
                                       RTW, Inc.
                                       8500 Normandale Lake Blvd., Suite 1400
                                       Bloomington, MN 55437
                                       Telephone: 952-893-0403




Under federal law, RTW, Inc. may not discharge, demote, suspend, threaten,
harass, or in any other manner discriminate against an employee in the terms and
conditions of employment because of any lawful report regarding a violation of
any rule or regulation of the Securities or Exchange Commission or any federal
law relating to fraud against shareholders of RTW.







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