****
 **EXHIBIT
14**
 
 
 CODE OF
BUSINESS CONDUCT AND ETHICS
 FOR
 WORLDTEQ
GROUP INTERNATIONAL, INC.
 
 INTRODUCTION
 
 WorldTeq
Group International, Inc. (the "Company") is committed to the highest standards
of legal and ethical conduct. This Code of Business Conduct and Ethics (the
"Code") sets forth the Company's policies with respect to the way we conduct
ourselves individually and operate our business. The provisions of this Code are
designed to deter wrongdoing and to promote honest and ethical conduct among our
employees, officers and directors.
 
 In the
course of performing our various roles in the Company, each of us will encounter
ethical questions in different forms and under a variety of circumstances.
Moments of ethical uncertainty may arise in our dealings with fellow
employees of the Company, with customers, or with other parties such as government
entities or members of our community. In achieving the high ground of ethical
behavior, compliance with governmental laws is not enough. Our employees should
never be content with simply obeying the letter of the law, but must also strive to
comport themselves in an honest and ethical manner. This Code provides clear
rules to assist our employees, directors and officers in taking the proper actions
when faced with an ethical dilemma.
 
 The
reputation of the Company is our greatest asset and its value relies on the character
of its employees. In order to protect this asset, the Company will not tolerate
unethical behavior by employees, officers or directors. Those who violate
the standards in this Code will be subject to disciplinary action. If you are
concerned about taking an action that may violate the Code or are aware of a
violation by another employee, an officer or a director, follow the guidelines
set forth in Sections 10 and 11 of this Code.
 
 This Code
applies equally to all employees, officers and directors of the Company.
All references to employees contained in this Code should be understood as
referring to officers and directors as well.
 
 1.
COMPLIANCE WITH LAWS, RULES AND REGULATIONS
 
 Company
policy requires that the Company, as well as all employees, officers and directors
of the Company, comply fully with both the spirit and the letter of all laws,
rules and regulations. Whenever an applicable law, rule or regulation is
unclear or seems to conflict with either another law or any provision of this Code, all
employees, officers and directors are urged to seek clarification from their
supervisor, the appropriate compliance official or the Chief Executive Officer.
See Section 11 for contact information. Beyond mere compliance with the law, we
should always conduct our business with the highest standards of honesty and
integrity - wherever we operate.
 
 1
 
 2.
CONFLICTS OF INTEREST
 
 Every
employee has a primary business responsibility to the Company and must avoid
conflicts of interest. A conflict of interest arises when an employee takes
actions or enters into relationships that oppose the interests of the Company,
harm the Company's reputation or interfere with the employee's performance
or independent judgment when carrying out any actions on behalf of the
Company. The Company strictly prohibits its employees from taking any action or
entering into any relationship, personal or professional, that creates, or even
appears to create, a conflict of interest.
  
 A
conflict situation can arise when a director, officer or employee takes actions
or has interests that may make it difficult to perform his or her work for the
Company objectively and effectively. Conflicts of interests may also arise
when a director, officer or employee, or a member of his or her family, receives
an improper personal benefit as a result of his or her position with the
Company. It may be a conflict of interest for a director, officer or employee
to work simultaneously for a competitor, customer or supplier. The best policy is
to avoid any direct or indirect business connection with our customers,
suppliers or competitors, except on our behalf. Employees must be sensitive
to potential conflicts of interest that may arise and use their best efforts
to avoid the conflict.
 
 In
particular, except as provided below, no director, officer or employee
shall:
 
 - be a
consultant to, or a director, officer or employee of, or otherwise
operate an outside business that:
 o markets
products or services in competition with our current
or potential products and services;
 o
supplies products or services to the Company; or
 o
purchases products or services from the Company;
 - accept
any personal loan or guarantee of obligations from the Company,
except to the extent such arrangements have been approved
by the Chief Executive Officer and are legally permissible;
or
 - conduct
business on behalf of the Company with immediate family members,
which include your spouse, children, parents, siblings and
persons sharing your same home whether or not legal relatives.
 
 Directors,
officers and employees must notify the Chief Executive Officer of the existence
of any actual or potential conflict of interest. With respect to officers
or directors, the Board may make a determination that a particular transaction
or relationship will not result in a conflict of interest covered by this
policy. With respect to all other employees or agents, the Chief Executive Officer,
acting alone, or the Board may make such a determination. Any waivers of this
policy as to an officer or director may only be approved by the Board of Directors.
 
 Any
employee, officer or director who is aware of a transaction or relationship that
could reasonably be expected to give rise to a conflict of interest in violation
of this section must inform the appropriate personnel in accordance with the
procedures set forth in Section 12 of this Code. If an employee has any questions
regarding the Company's policy on conflicts of interest or needs assistance
in avoiding a potential conflict of interest, he or she is urged to seek the
advice of a supervisor or the Chief Executive Officer.
 
 2
 
 3.
CORPORATE OPPORTUNITIES
 
 Employees,
officers and directors are prohibited from taking for themselves personally
opportunities that are discovered through the use of Company property,
Company information or their position in the Company. Furthermore, employees
may not use Company property, information or influence or their position
in the Company for improper personal gain. Finally, employees have a duty to
advance the Company's legitimate interests when the opportunity to do so arises.
Consequently, employees are not permitted to compete with the
Company.
 
 4.
CONFIDENTIALITY
 
 Employees
must maintain the confidentiality of confidential information entrusted
to them by the Company or its customers or suppliers, except when disclosure
is authorized by the Company or required by applicable laws or regulations.
Confidential information includes proprietary information of the Company,
as well as all non-public information that might be of use to competitors,
or harmful to the Company or its customers, if disclosed. This confidentiality
requirements is in additional to any other obligations imposed by the
Company to keep information confidential.
 
 5.
INSIDER TRADING
 
 Employees,
officers and directors will frequently become aware of confidential non-public
information concerning the Company and the parties with which the Company
does business. As set forth in more detail in the Company's Insider Trading
Policy, the Company prohibits employees from using such confidential information
for personal financial gain, such as for purposes of stock trading, or for
any other purpose other than the conduct of our business. Employees must maintain
the confidentiality of such information and may not make disclosures to third
parties, including members of the employee's family. All non-public information
about the Company should be treated as confidential information. To use
non-public information for personal financial benefit or to "tip" others who may make
stock trades on the basis of this information is not only unethical but also
illegal. This policy also applies to trading in the securities of any other company,
including our customers or suppliers, if employees have material, non-public
information about that company which the employee obtained in the course of
their employment by the Company. In addition to possible legal sanctions,
any employee, officer or director found to be in violation of the Company's
insider trading policy will face decisive disciplinary action. Employees
are encouraged to contact the Company's Chief Executive Officer with any
questions concerning this policy.
 
 6.
PROTECTION AND PROPER USE OF COMPANY ASSETS
 
 All
Company assets should be used for legitimate business purposes and all employees,
officers and directors must make all reasonable efforts to protect the
Company's assets and ensure their efficient use. Theft, carelessness, and waste
have a direct impact on the Company's profitability and must therefore be avoided.
The suspected occurrence of fraud or theft should be immediately reported
to the appropriate person in accordance with the procedures set forth in
Section 11 of this Code.
 
 An
employee's obligation to protect the Company's assets extends to the Company's
proprietary information. Proprietary information includes intellectual property
such as patents, trademarks, copyrights and trade secrets. An employee who uses
or distributes such proprietary information without the Company's authorization
will be subject to disciplinary measures as well as potential legal
sanctions.
 
 3
 
 7. FAIR
DEALING
 
 Although
the success of our Company depends on our ability to outperform our competitors,
the Company is committed to achieving success by fair and ethical means. We
seek to maintain a reputation for fair dealing among our competitors and the
public alike. In light of this aim, the Company prohibits employees from engaging
in any unethical or illegal business practices. An exhaustive list of unethical
practices cannot be provided. Instead, the Company relies on the judgment
of each individual employee to avoid such practices. Furthermore, each employee
should endeavor to deal fairly with the Company's customers, suppliers, competitors
and employees. No employee should take unfair advantage of anyone through
manipulation, concealment, abuse of privileged information, misrepresentation
of material facts, or any other unfair business practice.
 
 8.
DISCLOSURES
 
 It is
Company policy to make full, fair, accurate, timely and understandable disclosure
in compliance with all applicable laws, rules and regulations in all reports
and documents that the Company files with, or submits to, the
Securities
  
 and
Exchange Commission and in all other public communications made by the Company.
Employees shall endeavor in good faith to assist the Company in such efforts.
 
 9.
WAIVERS
 
 The
Company expects all employees, officers and directors to comply with the provisions
of this Code. Any waiver of this Code for executive officers, directors
or employees may be made only by the Board of Directors or a Board committee
and will be promptly disclosed to the public as required by law and stock
exchange regulations.
 
 10.
COMPLIANCE GUIDELINES AND RESOURCES
 
 In some
situations, our employees may not be certain how to proceed in compliance
with this Code. This uncertainty may concern the ethical nature of the
employee's own acts or the employee's duty to report the unethical acts of another.
When faced with this uncertainty, the employee should carefully analyze the
situation and make use of Company resources when determining the proper course of
action. The Company also encourages employees to talk to their supervisors,
or other personnel identified below, when in doubt about the best course of
action.
 
 4
 
 1. GATHER
ALL THE FACTS. Do not take any action that may violate the Code until you
have gathered all the facts that are required to make a well-informed
decision and, if necessary, you have consulted with your supervisor,
or the Chief Executive Officer.
 
 2. IS THE
ACTION ILLEGAL OR CONTRARY TO POLICY? If the action is illegal or contrary
to the provision of this Code, you should not carry out the act. If you
believe that the Code has been violated by an employee, an officer or a
director, you must promptly report the violation in accordance with the
procedures set forth in Section 11.
 
 3.
DISCUSS THE PROBLEM WITH YOUR SUPERVISOR. It is your supervisor's duty to assist
employees in complying with this Code. Feel free to discuss a situation
that raises ethical issues with your supervisor if you have any questions.
You will suffer no retaliation for seeking such guidance.
 
 4.
ADDITIONAL RESOURCES. The Chief Executive Officer is available to speak with you
about problematic situations if you do not feel comfortable approaching
your direct supervisor. If you prefer, you may request assistance
in writing by sending a request to the Chief Executive Officer.
 
 11.
REPORTING PROCEDURES
 
 All
employees have a duty to report any violations of this Code, as well as violations
of any laws, rules, or regulations. The Company does not permit retaliation
of any kind against employees for good faith reports of ethical violations.
 
 If you
believe that the Code has been violated by an employee you must promptly report
the violation to your direct supervisor or the Chief Executive Officer. If a
report is made to a supervisor, the supervisor must in turn report the violation
to the Chief Executive Officer. All violations by an officer or director
of the Company must be reported directly to the entire Board of Directors.
  
 CONTACT
INFORMATION
 
 Reports
may be made in person, by telephone or in writing by sending a description
of the violation and the names of the parties involved to the appropriate
personnel mentioned in the preceding paragraph. The contact information
is as follows:
 
 Jeff
Lieberman, Chairman of the Board and Chief Executive Officer
 30 West
Gude Drive, Suite 470
 Rockville,
MD 20850
 (888)263-7776
 jlieberman@worldteq.com
 
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 12.
DISCIPLINARY ACTION
 
 Employees,
officers and directors of the Company will be held accountable for adherence
to this Code. The penalty for a particular violation of this Code will be
decided on a case-by-case basis and will depend on the nature and severity of the
violation as well as the employee's history of non-compliance and cooperation
in the disciplinary process. Significant penalties will be imposed for
violations resulting from intentional or reckless behavior. Penalties may also be
imposed when an employee fails to report a violation due to the employee's
indifference, deliberate ignorance or reckless conduct. All violations
of this Code will be treated seriously and will result in the prompt imposition
of penalties which may include (1) an oral or written warning, (2) a reprimand,
(3) suspension, (4) termination and/or (5) restitution.
 
 13. NO
RIGHTS CREATED
 
 This Code
is a statement of certain fundamental principles, policies and procedures
that govern the Company's officers, directors and employees in the conduct
of the Company's business. It is not intended to and does not create any rights in
any employee, supplier, competitor, shareholder or any other person or entity.
 
 6