Exhibit 14

                                 Code of Ethics

Code of Ethics and Business Conduct

         We expect each HQ employee to exercise good judgment, to act ethically,
and to comply  with the letter and spirit of the law. We have  memorialized  our
longstanding  commitment to fair and ethical  business  practices in our Code of
Ethics and Business  Conduct.  All HQ  directors,  officers and  employees  have
committed to follow this Code, and annually confirm their continued compliance.

Code of Ethics and Business Conduct

1.       Purpose

         The purpose of this Code of Ethics and Business Conduct (the "Code") is
to summarize the principles that are to guide each and every one of our business
transactions.  Simply  stated,  every employee must follow these  standards.  HQ
views this as the personal responsibility of every employee within the Company.

2.       Scope

         The Code shall apply to all HQ employees worldwide. The term "employee"
as used in this Policy includes all employees and officers of HQ, Inc. and of HQ
subsidiaries.

         Additionally, this Code applies to members of the Board of Directors of
HQ, Inc. and to directors of all HQ subsidiaries  with respect to any activities
undertaken  in carrying  out duties as a director or  otherwise on behalf of HQ.
Therefore,  the term "employee" as used in this Policy also applies to directors
with respect to such activities.

3.       Responsibility

         This Code is owned by the Corporate Legal department.  The Code will be
administered by HQ' s Human Resources, Internal Audit and Legal departments.

4.       Additional References Regarding Employee Conduct

         Employee Handbook
         Conflict of Interest Policy
         Secure Information Program
         Insider Trading Policy
         Whistleblower Protection Policy
         Open Door Policy

5.       Policy




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INTRODUCTION

         Integrity has long been a hallmark of HQ. It  characterizes  everything
we do. In fact, it is our first core value.  As Chairman and CEO Norbert  Sporns
has said, "In our day-to-day  dealings with each other and the public  integrity
is of prime importance to our Company and must never be compromised.  This is an
important part of what HQ stands for."

         Accordingly,  integrity  is the  keystone  of  the  Code.  Without  the
integrity  of its  employees,  HQ's strong  reputation  in the aquatic  products
industry would not exist.  Our reputation is the lifeline of our Company.  It is
the foundation upon which we build  relationships  with our customers,  business
partners, suppliers, investors, and each other.

         Through  honesty and respect,  employees at every level have endeavored
to build HQ's reputation for honesty and fairness.  As the Company  continues to
grow, it is essential to maintain and build upon our solid reputation.  Doing so
will open the door to achieving the Company's  other two core values:  execution
excellence  and leadership in the aquatic  products  industry,  particularly  in
China and increasingly, beyond.

5.1      POLICY

         5.1.1    General

         HQ will conduct our business in accordance with all applicable federal,
         state and local laws and regulations, and the laws of foreign countries
         where we  transact  business.  Legal  compliance  is only a part of our
         ethical  responsibility,  however,  and should be viewed as the minimum
         acceptable standard of conduct.

         HQ  strives  to act with  the  utmost  integrity,  not just in our most
         important  corporate  decisions,  but in the thousands of actions taken
         every day by our employees worldwide.  Ethical conduct is a high ideal,
         but often just means exercising common sense and sound judgment. Acting
         ethically will help us become a better  company,  a better partner with
         our customers, and a better corporate citizen.

         5.1.2    Honest Dealing

         All  employees  are  expected  to be  honest  and  forthright  in their
         interactions   with  one  another  and  in  dealings  with   customers,
         suppliers,  business  partners  and  shareholders.  HQ will not condone
         dishonesty or deceitful actions in any form. This includes,  but is not
         limited to, making  misrepresentations to customers,  changing customer
         documents, making false or misleading entries on the Company's books or
         ledgers,  inflating expense reports,  or falsely recording hours worked
         on  time  cards.   In   particular,   the  importance  of  accuracy  in
         record-keeping  and reporting and the Company's  expectations  relating
         thereto are discussed more fully in Section 5.1.9 below.

         5.1.3    Respect in the Work Environment



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         HQ strives to maintain a workplace where all employees are treated with
         dignity, fairness and respect.  Harassment or discrimination based upon
         race, color, religion, gender, age, national origin, disability, sexual
         orientation,  veteran or marital  status,  or any other  characteristic
         protected by law is unacceptable and will not be tolerated.

         Other  activities  that are  prohibited  because  they are  clearly not
         conducive  to a  respectful  work  environment  are threats of physical
         harm,  violent  behavior,   or  possessing  weapons  while  on  Company
         premises.  Furthermore, being under the influence of alcohol or illegal
         drugs while at work is strictly forbidden.

         Additional HQ' policies  relating to appropriate  workplace conduct are
         contained in the Employee Handbook.

         5.1.4    Gratuities

         Building  strong  relationships  with  customers  is  essential  to HQ'
         business.  Socializing with customers and suppliers is an integral part
         of building those relationships.  Common sense and good judgment should
         always be  exercised  in  providing  or  accepting  business  meals and
         entertainment or nominal gifts, however.

         While  individual   circumstances   differ,  the  overriding  principle
         concerning  gratuities is not to give or accept  anything of value that
         could  be  perceived  as  creating  an  obligation  on the  part of the
         recipient  (whether a HQ employee  or a customer)  to act other than in
         the best  interests  of his or her  employer or  otherwise to taint the
         objectivity of the individual's  involvement.  It is the responsibility
         of each  employee to ensure that  providing  or accepting a gratuity is
         appropriate under the circumstances.  When in doubt, err on the side of
         prudence.

         5.1.5    Handling Company and Customer Assets

         Company  property  and  customers'  property  with  which  HQ has  been
         entrusted must be used and maintained properly with care taken to guard
         against  waste and  abuse.  Appropriate  use of  Company  and  customer
         property, facilities, and equipment is every employee's responsibility.
         Of course,  stealing or  misappropriating  Company or customer property
         will not be tolerated. Likewise, the removal or borrowing of Company or
         customer property without permission is prohibited.

         5.1.6    Conflicts of Interest

         Although  employees are generally free to engage in personal  financial
         and business  transactions,  this  freedom is not without  constraints.
         Every  employee must avoid  situations  where  loyalties may be divided
         between HQ' interests and the employee's own interests.  Employees also
         should seek to avoid even the appearance of a conflict of interest.  If
         an employee is  considering  engaging in a transaction or activity that
         may present a conflict of interest or the  appearance  of a conflict of
         interest the employee should disclose the matter and obtain appropriate
         approvals before engaging in such transaction or activity.


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         For  employees,  examples of potential  conflicts  of interest  include
         accepting  concurrent  employment  with,  or acting as a consultant  or
         contractor to, any HQ competitor,  customer or supplier; serving on the
         board of directors or technical  advisory board of another  entity;  or
         holding a significant financial interest in any HQ competitor, customer
         or supplier.

         It is  recognized  that  directors of HQ entities who are not employees
         may  engage in  outside  activities  with,  or have  duties  to,  other
         entities,  as employees,  directors,  consultants  or  otherwise.  Such
         activities and duties generally do not in and of themselves  constitute
         a conflict of  interest,  and in fact are valuable to HQ because of the
         experience  and  perspective  that outside  directors  offer to HQ as a
         result of these  activities.  Directors are expected to exercise  sound
         judgment  with  respect  to  the  relationship  between  their  outside
         activities and their responsibilities to HQ, and at all times to act in
         a manner  consistent with their duties of care and loyalty,  as well as
         other  applicable  legal standards  governing the  responsibilities  of
         directors. Directors should err on the side of caution in disclosing to
         the  Board  relationships  that  may  constitute,   or  may  appear  to
         constitute,  an actual or potential  conflict of  interest,  and may be
         required  to  abstain  from  involvement  as a  Board  member  or as an
         employee,  director,  consultant,  or other  affiliation  with  another
         entity,  in a particular  matter.  Outside  directors also should fully
         disclose  their  relationship  with HQ to other entities with whom they
         have a relationship.

         For further clarification as to what constitutes an actual or potential
         conflict of interest and whether  engaging in an outside  activity must
         be disclosed  to the Company,  please refer to HQ' Conflict of Interest
         Policy.

         5.1.7    Safeguarding Confidential Information

         As a condition of employment with HQ, each employee is required to sign
         a Proprietary  Information  and  Inventions  Agreement.  This agreement
         creates an obligation on the part of each and every employee to protect
         HQ'  proprietary  information,  which includes such things as business,
         financial, research and development, and personnel information.

         Confidential  information  also  includes any  proprietary  information
         shared with HQ by our customers and business  partners,  or information
         that has been acquired by an employee  during the course of working for
         a former  employer.  HQ employees  have an equal  obligation to protect
         against  the  unauthorized  disclosure  or misuse of such  third  party
         confidential information.

         5.1.8    Insider Trading

         HQ believes in an open culture in which  information  is widely shared.
         As a result,  during the course of  employment,  HQ employees  may have
         access  to  non-public  information  about HQ,  which,  if known to the
         public,  might  affect  investors'  decisions  to  buy,  sell  or  hold
         securities issued by the Company.



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         Under the Company's insider trading policy, trading while in possession
         of such  material  non-public  information,  i.e.,  insider  trading is
         prohibited.   Insider   trading  is  also  prohibited  by  the  federal
         securities laws.  Engaging in insider trading is grounds for discipline
         up to and including  termination,  and may subject both the  individual
         and HQ to civil and criminal penalties.

         5.1.9    Public Reporting Requirements

         Accounting  and  other   business   records  are  relied  upon  in  the
         preparation of reports HQ files with certain government agencies,  such
         as the Securities  and Exchange  Commission  (SEC).  These reports must
         contain full,  timely and  understandable  information  and  accurately
         reflect our financial condition and results of operations.

         Employees who collect,  provide or analyze information for or otherwise
         contribute  in any way in  preparing or  verifying  these  reports must
         strive  to ensure  that our  financial  disclosures  are  accurate  and
         verifiable,  thus to enable  shareholders  and  potential  investors to
         assess the  soundness  and risks of our  business  and finances and the
         quality and integrity of our accounting and disclosures.  The integrity
         of our public  disclosures  depends on the accuracy and completeness of
         our records. To that end:

                  |X|      All  business   transactions  must  be  supported  by
                           appropriate documentation and reflected accurately in
                           our books and records;

                  |X|      No entry be made that intentionally  mischaracterizes
                           the nature or proper accounting of a transaction;

                  |X|      No HQ employee may take or authorize  any action that
                           would cause our financial  records or  disclosures to
                           fail to comply  with  generally  accepted  accounting
                           principles,  the rules and  regulations of the SEC or
                           other applicable laws, rules and regulations;

                  |X|      All   employees   must   cooperate   fully  with  our
                           independent public  accountants and counsel,  respond
                           to their  questions with candor and provide them with
                           complete and accurate information to help ensure that
                           our books and records,  as well as our reports  filed
                           with the SEC, are accurate and complete; and

                  |X|      No  employee  should  knowingly  make  (or  cause  or
                           encourage  any  other  person  to make)  any false or
                           misleading statement in any report filed with the SEC
                           or other  government  agency,  or knowingly  omit (or
                           cause or  encourage  any  other  person  to omit) any
                           information  necessary to make the  disclosure in any
                           of our reports accurate in all material respects.


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         Any employee who becomes  aware of any departure  from these  standards
         has a  responsibility  to report  his or her  knowledge  promptly  to a
         manager,  the Company's Chief Financial Officer and/or to the Company's
         Internal Audit or Legal departments.

5.2      ADMINISTRATION OF POLICY

         5.2.1    Implementation

         A copy of  this  Code  will be  furnished  to  each  HQ  employee  upon
         commencement  of employment  with the Company.  All  employees  will be
         required  to sign a  statement  acknowledging  receipt  of,  and  their
         affirmation to abide by, the Code.

         In addition, each non-employee member of the Board of Directors of a HQ
         entity will be required  to sign a statement  acknowledging  receipt of
         and an affirmation to abide by the Code.

         The Human  Resources  department  shall  incorporate an overview of the
         Code into the agenda for New Employee Orientation.  Moreover,  the Code
         shall be republished annually by a member of HQ's Executive Staff.

         5.2.2    Compliance and Violations

         All HQ employees are expected to comply fully with this Code. Employees
         who violate this Code will be subject to disciplinary action, up to and
         including immediate termination of employment.

         5.2.3    Procedure for Reporting Unethical Conduct & Enforcement

         HQ observes an open-door  policy.  If an employee  becomes  aware of or
         suspects that unethical or illegal  conduct has occurred or is about to
         occur,  the employee should notify his or her manager,  Human Resources
         Manager,  the Senior Vice  President of his or her Business  Group,  or
         HQ's Internal Audit or Legal Departments.

         Reports  of  unethical  or  illegal   conduct  shall  be  promptly  and
         thoroughly investigated by either or both the Internal Audit Department
         or the Legal Department, as appropriate under the circumstances.

         All  information  regarding  suspected  ethical  violations or unlawful
         activity  will be  received on a  confidential  basis.  While  complete
         confidentiality   cannot  be   guaranteed,   confidentiality   will  be
         maintained to the extent possible in conducting internal investigations
         and, where action is warranted, in carrying out disciplinary measures.

         Employees who report  unethical  conduct in good faith are assured they
         may do so without fear of  retribution.  HQ will not  tolerate  adverse
         actions being taken against an employee for the good faith reporting of
         violations of law or Company policies, or for participating in internal
         investigations.


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         5.2.4    Waivers and Disclosures

         This Code  shall be made  available  to the  public on HQ's  website at
         www.HQfish.com and through all applicable  disclosures  required by the
         Securities and Exchange Commission (SEC) or other applicable law.

         Waiver of any  provision  of this Code for  directors or officers of HQ
         must be approved in writing by the Board of  Directors  of HQ, Inc. and
         promptly disclosed as required by applicable law, rules or regulations.

         Waiver of any provision of this Code with respect to any  non-executive
         employee  must be  approved  in writing  by the CEO and by the  General
         Counsel