Exhibit
14

BISON
INSTRUMENTS, INC.
SECTION 406 OF THE SARBANES-OXLEY ACT
CODE OF ETHICS

INTRODUCTION

Bison
Instruments, Inc. expects that its Section 406 Officers (as defined below) will
maintain appropriate standards of honesty and ethical conduct in connection
with the performance of their duties on behalf of the Company. In recognition
of this expectation, the Company has adopted standards of conduct for its
Section 406 Officers as provided in this Code of Ethics (this Code).

APPLICATION

This
Code will apply to the Companys Chief Executive Officer, Chief Financial
Officer, Principal Accounting Officer and corporate Controller (each
individually, a Section 406 Officer,
and collectively, the Section 406 Officers)
with respect to actions and decisions in their capacities as officers and
employees of the Company. This Code will become effective as of November 1,
2003, and will be applicable to all actions and decisions of the Section 406
Officers in the foregoing capacities after that date.

PURPOSE

The
purpose of this Code is to codify standards the Company believes are reasonably
necessary to deter wrongdoing and to promote:

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| | honest and ethical conduct, including the ethical
 handling of actual or apparent conflicts of interest between personal and
 professional relationships;                                                                                    
|  |                                                                                                                                                                                                                                              
| | avoidance of conflicts of interest, including
 disclosure to the persons identified in this Code of any material transaction
 or relationship that reasonably could be expected to give rise to such a
 conflict;                            
|  |                                                                                                                                                                                                                                              
| | full, fair, accurate, timely and understandable
 disclosure in reports and documents that the Company files with, or submits
 to, the Securities and Exchange Commission (the SEC) and in other public communications made by the
 Company;
|  |                                                                                                                                                                                                                                              
| | compliance with applicable governmental laws, rules
 and regulations;                                                                                                                                                                        

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| | prompt internal reporting to the persons identified
 in this Code of violations of this Code; and
|  |                                                                                                  
| | accountability for adherence to this Code.                                                       

STANDARDS
OF CONDUCT

Each
Section 406 Officer will be expected to adhere to the following standards in
connection with the performance of his or her duties as an officer and employee
of the Company.

Honest
and Ethical Conduct

The
Company expects each Section 406 Officer to act honestly and ethically at all
times and to comply fully with the policies comprising this Code.

Avoidance
of Conflicts of Interest

Each
Section 406 Officer is required to avoid conflicts between his or her personal
interests and the interests of the Company and to disclose any activities,
financial interests or relationships that may present an actual or potential
conflict of interest. Section 406 Officers should therefore avoid any
investment, interest or association that interferes or might interfere with the
objective or independent exercise of their best judgment or with the
performance of their responsibilities in the best interests of the Company.

Each
Section 406 Officer should promptly inform the Audit Committee of the Companys
Board of Directors (the Committee)
of any actual or potential conflicts of interest, and the Committee will
resolve any questions regarding conflicts of interest involving any of the
Section 406 Officers.

Accuracy
of Public Communications

Each
Section 406 Officer has a responsibility to supervise the establishment and
maintenance of adequate and effective disclosure controls and procedures. These
controls are designed to provide assurances to the Company and its shareholders
that disclosures of material information related to the Company and its
consolidated subsidiaries in its periodic reports filed with, or submitted to,
the Securities and Exchange Commission and other public communications are
full, fair, accurate, timely and understandable.

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Compliance
with Laws, Rules and Regulations

It
is the Companys policy to promote compliance with all applicable laws, rules
and regulations in connection with the Companys business. Section 406 Officers
should familiarize themselves with the legal standards and restrictions
applicable to their assigned duties and responsibilities. The Company requires
and encourages compliance with the spirit - as well as the letter - of the law.
Even the appearance of illegal, dishonest or inappropriate behavior could have
a negative impact on the Company and its employees.

REPORTING
OF VIOLATIONS

Each
Section 406 Officer will be responsible for promptly reporting any violation of
this Code of which he or she becomes aware to the Chairman of the Committee.
Directors, officers and employees of the Company may also report violations of
this Code by the Section 406 Officers to the Chairman of the Committee.

ACCOUNTABILITY
FOR ADHERENCE TO THIS CODE

Each
Section 406 Officer will be individually responsible for adhering to the
standards set forth in this Code. Upon receiving a report of a violation of
this Code, the Committee, including its legal and other advisors, will have the
full power and authority to investigate the report and to determine what steps,
if any, should be taken to resolve the problem and avoid the likelihood of its
recurrence. These steps may where appropriate include the termination of a
Section 406 Officers employment by the Company and the commencement of
appropriate legal proceedings. Each Section 406 Officer will be obligated to
cooperate fully with any investigation by the Committee. Except a provided in
the preceding sentence and under Reporting
of Violationsabove, no Section 406 Officer will have any
obligation or responsibility for adherence to this Code by any other Section
406 Officer.

AMENDMENTS
AND WAIVERS

This
Code may not be amended or modified without the prior approval of the
Committee. Any waiver of this Code may be made only by the Committee. Any
waiver of this Code will be promptly disclosed on the Companys Internet
website, whose address and the Companys commitment to disclose these events is
disclosed in the Companys annual report on form 10-KSB-A.

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MISCELLANEOUS

This
Code is intended to be interpreted and administered so as to comply with the
requirements applicable to a code of ethics
as defined in the Section 406 of the Sarbanes-Oxley Act of 2002 and the related
rules of the SEC. No other ethics, legal compliance or other policies or
practices of the Company or its subsidiaries that may be applicable to any of
the Section 406 Officers, whether currently in effect or established in the
future and whether or not relating to the same subject matter as this Code,
will be deemed to be a part of this Code.

This Code
is not a contract and is not intended to create any contractual obligations on
the part of the Company. This code also does not alter the at-will or other
employment relationship between the Company and any Section 406 Officer.

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