Exhibit 14  ENTECH SOLAR, INC.  & SUBSIDIARIES CODE OF ETHICS  Adopted as of March 15, 2004  GENERAL
PHILOSOPHY  This
Code of Ethics sets forth the principles by which we operate our company and
conduct our daily business with our shareholders, customers, vendors and with
each other.   Entech Solar, Inc. is
committed to conducting business in an ethical and legal manner.  Our directors, employees, agents and
representatives are expected to act in accordance with the highest ethical and
legal standards in all aspects of their business activities.  The
principles described in this Code apply to all directors, officers and
employees of Entech Solar, Inc. and its subsidiaries (hereinafter referred
to as the Company).  These principles
are not intended to be a complete list of ethical and legal issues a director,
officer or employee might face in the course of his/her business
activities.  Therefore, it is intended
that these principles are to be applied using common sense and reasonable
business judgment.  These principles and
standards of conduct apply in all countries where the Company conducts
business.  It
is the Companys policy to conduct its business with the highest standards of
integrity and in accordance with all applicable laws and regulations. Employees
are expected to deal fairly and honestly with each other as well as with our
vendors, customers and other third parties.  This
Code neither constitutes nor should be construed to constitute a contract of
employment for a definite term or a guarantee of continued employment.  PRINCIPLES  Conflicts
of Interest  All directors, officers and
employees of the Company should avoid any action or interest that conflicts or
gives the appearance of a conflict with the Companys interests. A conflict of
interest exists whenever an individuals personal interests interfere or
appear to interfere with the interests of the Company. 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 interest may also arise when a director, officer
or employee or a member of his or her family receives improper personal
benefits as a result of his or her position with the Company, whether from a
third party or from the Company. Directors, officers and employees are expected
to avoid all situations that might lead to an actual or apparent conflict of
interest. Conflicts of interest may not always be identifiable, so if a
question arises, an officer or employee should consult with higher levels of
management. Any director, officer or employee who becomes aware of an actual or
apparent conflict involving an officer or employee is required to bring it to
the attention of a supervisor, manager or other appropriate personnel. Any
director who becomes aware of an actual or apparent conflict involving
themselves or another director should disclose the conflict to the Board of
Directors.  Protection
and Proper Use of Company Assets  All directors, officers and
employees should protect the Companys assets and ensure their efficient and
proper use. Permitting the Companys property, including electronically
transmitted and stored data and computer resources, to be damaged, lost or used
in an unauthorized manner is strictly prohibited.


Corporate
Opportunity  Directors, officers and
employees are prohibited from (a) taking for themselves personal
opportunities that properly belong to the Company or are discovered through the
use of corporate property, information or position; (b) using corporate
property, information or position for personal gain; and (c) competing
with the Company.  Confidentiality  Directors, officers and
employees must maintain the confidentiality of non-public information entrusted
to them by the Company or its customers or vendors, except when disclosure is
specifically authorized by applicable law, rule or regulation.
Confidential information includes all non-public information that might be of
use to competitors of the Company or harmful to the Company, its customers,
vendors or employees if disclosed.  Fair
Dealing  We seek to outperform our
competition fairly and honestly. We seek competitive advantages through
superior performance, never through unethical or illegal business practices.
Stealing proprietary information, possessing or utilizing trade secret
information that was obtained without the owners consent or inducing such
disclosures by past or present employees of other companies is prohibited.  Each director, officer and
employee is expected to deal fairly with the Companys customers, vendors,
competitors, officers and employees. No one should take unfair advantage of
anyone through manipulation, concealment, abuse of privileged information,
misrepresentation of material facts or any other unfair dealing.  PUBLIC
COMPANY REPORTING  As a public company, it is
of critical importance that the Companys filings with the Securities and
Exchange Commission, governmental and other regulatory agencies and other
public communications be accurate and timely. Depending on their position with
the Company, a director, officer or employee may be required to provide
necessary information to assure that the Companys public reports are complete,
accurate and understandable. The Company expects directors, officers and
employees to take this responsibility very seriously and to provide prompt and
accurate information related to the Companys public disclosure requirements.  Financial
Statements and Other Records  All of the Companys books,
records, accounts and financial statements must appropriately reflect the
Companys transactions in accordance with generally accepted accounting
principles and conform to applicable legal requirements and to the Companys
system of internal controls as well as its disclosure controls and procedures.
Records should always be retained or destroyed according to the Companys
record retention policies.  Complying
with Laws, Rules, Regulations, Policies and Procedures  All directors, officers and
employees of the Company are expected to understand, respect and comply with
all of the laws, rules and regulations of federal, state and local
governments and other appropriate regulatory agencies and the policies and
procedures of the Company that apply to them in their position with the
Company. Employees are responsible for talking to their supervisor to determine
which laws, rules, regulations, policies and procedures apply to their position
and what training is necessary to understand and comply with them.  2


Securities
Law Compliance  It is unethical and illegal
for a director, officer or employee to place a purchase or sell order or
recommend that another person place a purchase or sale order in the stock of
Entech Solar, Inc. when they have knowledge of material information
concerning the Company that has not been disclosed to the public. In addition,
it is unethical and illegal for a director, officer or employee to place a
purchase or sell order or recommend that another person place a purchase or
sell order in the securities of another corporation, if they learn in the
course of their employment or position as director of the Company, confidential
information about the corporation that is likely to affect the value of those
securities. Any questions concerning the propriety of participating in a Entech
Solar, Inc. or another corporation stock or other security transaction
should be directed to the Companys Chief Financial Officer.  REPORTING
ILLEGAL OR UNETHICAL BEHAVIOR, ACCOUNTING, AUDITING AND FINANCIAL REPORTING
COMPLAINTS  Complaints
of Illegal or Unethical Behavior  Directors, officers and
employees who suspect or know of violations of the Code of Ethics or illegal or
unethical business or workplace conduct, including actions or failures to act,
by directors, officers or employees are required to promptly report
(anonymously or otherwise) the violation or conduct to their supervisor,
superiors or other representative of the Company in light of the circumstances.
If the individual to whom such information is conveyed is not responsive, or if
there is reason to believe that reporting to such individuals is inappropriate
in particular cases, then the employee may contact the Companys Chief
Executive Officer or Chief Financial Officer. Such communications will be kept
confidential to the extent feasible. If the employee is still not satisfied
with the response, the employee may contact any member of the Board of
Directors of the Company. Such submissions may be directed to the attention of
the Board of Directors at the principal executive offices of the Company or the
principal place of business of the individual director. If concerns or
complaints require confidentiality, then this confidentiality will be protected
to the extent feasible, subject to applicable law.  Accounting,
Auditing and Financial Reporting Complaints  The Companys policy is to
comply with all applicable controls, financial reporting regulations and
generally accepted accounting principles. Directors, officers or employees of
the Company having unresolved concerns or complaints regarding questionable
accounting, auditing or financial reporting matters of the Company may submit
(anonymously or otherwise) those concerns or complaints to the Companys Chief
Financial Officer. Subject to its legal duties, the Company will treat such
submissions confidentially. Such submissions may be directed to the attention
of the Board of Directors and/or the Chief Financial Officer at the principal
executive offices of the Company or the principal place of business of the
individual director.  Non-Retaliation  All concerns or complaints
of violations under this Code of Ethics or other known or suspected illegal or
unethical conduct will be promptly investigated and appropriate action taken.
No director, officer or employee expressing concerns or complaints will be
subject to any disciplinary or other adverse action by the Company absent
making a knowingly false report.  AMENDMENT,
MODIFICATION AND WAIVER  This Code of Ethics may only
be amended or modified by the Board of Directors of Entech Solar, Inc.
Waivers of the Code of Ethics may only be granted by the Board of Directors of
Entech Solar, Inc.  Waivers of the
Code of Ethics and reasons for the waiver will be promptly disclosed as
required by the Securities Exchange Act of 1934 and the rules thereof, and
the applicable rules of any exchange upon which any of the Companys
securities are listed. In addition, amendments and modifications to the Code of
Ethics will be promptly disclosed to the Companys shareholders.  3


CODE OF
ETHICS ADHERENCE  All directors, officers and
employees are required to adhere to the Code of Ethics. Any failure to adhere
to the Code of Ethics may result in disciplinary action, up to and including
termination of employment or the directors position with the Company.
Violations of the Code of Ethics may also constitute violations of law and may
result in civil and criminal penalties for the director, officer or employee
and /or the Company.  Adherence
to the Code of Ethics will be closely monitored by the Company. The Company
will retain a record of all concerns and complaints and the results of its
investigations for a period of four years.  4