**EXHIBIT 14**

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**CORPORATE CODE OF CONDUCT AND ETHICS**

 

**At Gardenburger, Inc. (“Gardenburger”) we believe that conducting ourbusiness according to the highest ethical standards is not only the right thingto do—it is good business.  A reputationfor integrity and ethical conduct is an important corporate asset.  It assures our employees, customers,vendors, regulators and shareholders that we will deal with them honestly andfairly.**

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**Gardenburger’s Corporate Code of Conduct is designed to help youunderstand and reach the high standard of business conduct expected ofeveryone. All of our employees must conduct themselves accordingly and seek toavoid even the appearance of improper behavior. The Code should also beprovided to and followed by the Company’s agents and representatives, includingconsultants.**

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**If a law conflicts with a policy in this Code, you must comply with thelaw.  If you have any questions aboutthese conflicts, you should ask your manager how you should handle thesituation.**

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**Those who violate the standards in this Code will be subject todisciplinary action up to and including termination.**

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**1.**              COMPLIANCE WITHLAWS, RULES AND REGULATIONS

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**Obeying the law is the foundation on whichGardenburger’s ethical standards are built. All employees must respect and obey the laws of the cities and states inwhich we operate.  As an employee, youare not expected to know the details of these laws, but it is important to knowenough to decide when you should seek advice from management.**

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**Periodically Gardenburger will holdinformational meetings and training sessions to promote compliance with thelaws.**

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**2.**              CONFLICT OF INTEREST

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**Gardenburger recognizes the rights of all employees toengage in activities outside of work that are private and not related to Gardenburger’sbusiness. However, employees and other persons acting on behalf of Gardenburgermust avoid all conflicts between their individual interests and the interestsof Gardenburger. You may not obtain a personal or financial interest, direct orindirect, in any contract, subcontract or agreement, or otherwise obtain apersonal or financial benefit, that may be interpreted by management ascreating a conflict of interest. This prohibition extends to contracts in whichyour spouse, minor child, dependent or business employee may have a personal orfinancial interest, as well as benefits received by such persons. You may notspeculate or barter in materials, supplies, or services produced or purchasedby the Company. You may not represent yourself as representing the Company whensupporting political candidates. Finally, you must not take any actioninconsistent with your fundamental duty of loyalty to**

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**Gardenburger as your employer. If you have questions abouta situation, which may pose an actual or potential conflict of interest, pleasediscuss it with your Manager or Human Resources.**

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**3.**              INSIDER TRADING

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Gardenburger personnelwho know material nonpublic information about Gardenburger may not trade in Gardenburger’sstock until that information is made public. Immediate family members or other household members are also subject tothis restriction.  The tradingrestriction covers the sale of shares acquired upon the exercise of aGardenburger stock option and the purchase or sale of put or call options.  Trading on material, nonpublic informationrelating to any other company obtained in the course of employment is alsoprohibited.

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Once material informationhas been publicly disclosed, the market must be given an opportunity to receiveand react to the information. Generally, Gardenburger personnel may start trading on the thirdbusiness day following release of the information.

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*Disclosure*:  Gardenburger personnel shall not discloseany material nonpublic information about Gardenburger to an outside personunless the person has a need to know the information for legitimate reasonsrelated to Gardenburger’s business. When disclosure is appropriate, the outside person must be advised ofthe confidentiality of the information and should usually sign aconfidentiality agreement.  Gardenburgerpersonnel should not discuss such information in public places such aselevators, restaurants, taxis and airplanes. To avoid a possible appearance of improper disclosure, you should avoidgiving any advice or making any recommendations to anyone regarding thepurchase or sale of Gardenburger stock.

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**4.**              CORPORATEOPPORTUNITIES

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All employees, officersand directors are prohibited from taking for themselves personal opportunitiesthat are discovered through the use of corporate property, information orposition without the consent of the Board of Directors.  No employee may use Company property forpersonal gain.  In addition, no employeemay compete with Gardenburger directly or indirectly.  Employees, Officers and Directors owe a duty to the Company toadvance its legitimate interests when the opportunity to do so arises.

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**5.**              COMPETITION

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**We strive to outperform our competitionfairly and honestly.  Stealingproprietary information, trade secrets or inducing past or present employees ofother companies to divulge such information is strictly prohibited.  Each employee should strive to respect therights of and deal fairly with the Company’s customers, suppliers, competitorsand employees.  No employee should takeunfair advantage of anyone**

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**through manipulation, concealment, abuse ofprivileged information, misrepresentation of material facts, or any otherintentional unfair-dealing practice.**

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**6.**              DISCRIMINATION ANDHARASSMENT

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It is the policy of Gardenburger that all employees should be able towork in an environment free from discrimination and harassment including sexualharassment.  Harassment includes anyverbal or physical conduct that has the purpose or effect of unreasonablyinterfering with work performance or creating an intimidating, hostile, oroffensive working relationship or environment.

 

**7.**              SAFETY

 

To assist in providing a safeand healthful work environment for employees, customers, and visitors,Gardenburger has established workplace safety programs. These programs are atop priority for Gardenburger. The Company and managers have responsibility forimplementing, administering, monitoring, and evaluating any safety programs.Its success depends on the alertness and personal commitment of all employees.

 

**8.**              RECORD-KEEPING

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**Gardenburger requires honest and accuraterecording and reporting of information in order to make responsible businessdecisions. For example, many employees regularly use business expense accounts,which must be documented and recorded accurately.**

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**All of Gardenburger’s books, records,accounts and financial statements must be maintained in reasonable detail, mustappropriately reflect the Company’s transactions, and must conform both toapplicable legal requirements and to the Company’s internal controls.**

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**Business records and communications oftenbecome public and we should avoid exaggeration, derogatory remarks, orinappropriate characterizations of people and companies that can bemisunderstood.**

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**9.**              CONFIDENTIALITY

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**All Gardenburger employees must maintain alltrade secrets and proprietary information of Gardenburger and treat them asconfidential.**

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**Confidential information includes, but is notlimited to, all non-public information that might be of use to competitors orharmful to the Company or its customers; all inventions, improvements, devices,compositions, formulae, discoveries, ideas, designs, drawings, specifications,techniques, models, data, programs, documentation, processes, know-how,customer names and lists, marketing, product development and other businessplans and financial, scientific and technical information.**

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**10.**       PROTECTION OF COMPANYASSETS

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**All Gardenburger employees should strive toprotect the Company’s assets and ensure their efficient use. Theft,carelessness and waste have a direct impact on the Company’sprofitability.  Any suspected incidentof fraud or theft should be reported immediately.**

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**11.**       PAYMENTS TO GOVERNMENTOFFICIALS

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**The U.S. Foreign Corrupt Practices Actprohibits giving anything of value, directly or indirectly, to officials offoreign governments or foreign political candidates in order to obtain orretain business.**

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**Furthermore, the U.S. Government has variouslaws and regulations regarding business gratuities, which may be accepted byU.S. government personnel.  The promise,offer or delivery to an official or employee of the U.S. Government of a gift,favor or other gratuity in violation of these rules would not only violateGardenburger’s policy but could also be a criminal offense.**

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**12.**       WAIVERS OF THE CORPORATECODE OF CONDUCT AND ETHICS

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**Any waiver of this Code for Executiveofficers and Directors may be made**only by the Board or a Board committee and will bepromptly disclosed as required by law or stock exchange regulation.

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**13.**       REPORTING ANDANTI-RETALIATION POLICY

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Gardenburger has a longstanding commitment to compliance with allapplicable securities laws and regulations, accounting standards, accountingcontrols and audit practices to ensure fair and accurate reporting of financialmatters.  All employees have aresponsibility to report suspected violations of these laws and practices.  In particular, any employee with credibleinformation relating to fraud or misrepresentation of financial records shouldreport his or her concerns immediately. Such reports can be made and discussed directly with Gardenburger’sCompliance Officer,                 at                orthrough Gardenburger’s compliance reporting number at                .  Employees wishing to remain anonymous shouldmake their reports through the compliance reporting number.

 

Reportsby employees will be promptly investigated and appropriate corrective actionwill be taken if warranted by the investigation.  Gardenburger’s audit committee will review all reports.  Moreover, reports by employees will be keptconfidential to the extent possible, consistent with the need to conduct anadequate investigation.

 

As inall matters, it is Gardenburger’s policy that there shall be no retaliation ofany kind by any officer, employer or agent of Gardenburger against any employeewho raises concerns.

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**14.**       COMPLIANCE PROCEDURES

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**It is important that we all work to ensureprompt and consistent action against violations of this Code.  There are times, however, when it isdifficult to know if a violation has occurred. Since, we cannot anticipate every situation that will arise, it isimportant that we have a way to approach a new question or problem.  Please keep these steps in mind:**

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**•**                  Make sure you have all of the facts.  In order to reach the right solutions, wemust be fully informed as possible.

**•**                  Ask yourself: What specifically am I being asked todo?  Does it seem unethical or improper?

**•**                  Clarify your responsibility and role.

**•**                  Discuss the problem with your Manager.  This is the basic guidance for allsituations.  In many cases, yoursupervisor will be more knowledgeable about the question, and will appreciatebeing brought into the decision-making process.

**•**                  Seek help from Company resources.  In a case where it might seem inappropriateto seek guidance from your immediate supervisor, consult with Human Resources.

**•**                  You may report ethical violations in confidence andwithout fear of retaliation. (If your situation requires that your identity bekept secret, your anonymity will be protected).  The Company does not permit retaliation of any kind againstemployees for good faith reports of ethical violations.

**•**                  In any situation if you are not sure what to do,always ask first, act later: Seek guidance.

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**CODE OF ETHICS FOR CEO AND SENIOR FINANCIALOFFICERS**

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**The Company has a Business Code of Conduct and Ethics that isapplicable to all directors and employees of the Company.  The CEO and all senior financial officers,including the CFO and principal accounting officer, are bound by this Code.**

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**In addition, the CEO and Senior Financial officers are subject to thefollowing specific policies:**

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**•**                  The CEO and all senior financial officers areresponsible for full, fair, accurate, timely and understandable disclosure inthe periodic reports required to be filed by the Company with the SEC.  It is the responsibility of the CEO and eachsenior financial officer to promptly bring to the attention of the DisclosureCommittee any material information of which he or she may become aware thataffects the disclosures made by the Company in its public filings or otherwiseassist the Disclosure Committee in fulfilling its responsibilities as specifiedin the Company’s Financial Reporting and Disclosure, Controls and ProceduresPolicy.

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**•**                  The CEO and each senior financial officer shallpromptly bring to the attention of the Disclosure committee and the AuditCommittee any information he or she may have concerning (a) significantdeficiencies in the design or operation of internal controls which couldadversely affect the Company’s ability to record, process, summarize and reportfinancial data or (b) any fraud, whether or not material, that involvesmanagement or other employees who have a significant role in the Company’sfinancial reporting, disclosures or internal controls.

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**•**                  The CEO and each senior officer shall promptly bringto the attention of the General Counsel or the CEO and to the Audit Committeeany information he or she may have concerning any violation of the Company’sCode of Business Conduct and Ethics, including any actual or apparent conflictsof interest between personal and professional relationships, involving anymanagement or other employees who have a significant role in the Company’sfinancial reporting, disclosures or internal controls.

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**•**                  The CEO and each senior officer shall promptly bringto the attention of the General Counsel or the CEO and to the Audit Committeeany information he or she may have concerning evidence of a material violationof the securities or other laws, rules or regulations applicable to the Companyand the operation of its business, by the Company or any agent thereof, or ofviolation of the Code of Business Conduct and Ethics or of these additionalprocedures.

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**•**                  The Board of Directors shall determine, or designateappropriate persons to determine, appropriate actions to be taken in the eventof violations of the Code of Business Conduct and Ethics or any of theseadditional procedures by the CEO and the Company’s senior financial officers.  Such actions shall be reasonably designed todeter wrongdoing and to promote accountability for adherence to the Code ofBusiness Conduct and Ethics and to these additional procedures, and shallinclude written notices to the individual involved that the Board hasdetermined that there has been a violation, censure by the Board, demotion orre-assignment of the individual involved, suspension with or without pay (asdetermined by the Board) and termination of the individuals employment.  In determining what action is appropriate ina particular case, the Board of Directors or such designee shall take intoaccount all relevant information, including the nature and severity of theviolation, whether the violation was a single occurrences, or repeatedoccurrences, whether the violation appears to have been intentional orinadvertent, whether the individual in question had been advised prior to theviolation as to the proper course of action and whether or not the individualin question had committed other violations in the past.

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