Exhibit 14
                             TRANSBOTICS CORPORATION

                        CODE OF BUSINESS CONDUCT & ETHICS

Overview

     The following principles support and guide our leadership in establishing
the strategic direction of Transbotics Corporation ("TNSB"). Our Directors,
officers and employees are expected to conduct their business in accordance with
these ethical principles. We must do more than be compliant with laws,
regulations and policies: we must work according to our ethical principles and
endeavor to conduct ourselves in a manner beyond reproach. Any employee who
ignores or violates any of TNSB's ethical standards, or who penalizes a
subordinate for trying to follow these ethical standards, will be subject to
corrective action, including possible dismissal. However, it is not the threat
of discipline that should govern your actions. Our reputation is based on the
personal integrity of each of our employees and those with whom we do business.
A dedicated commitment to ethical behavior is the right thing to do, is good
business, and is the surest way for us to remain a business leader, an employer
of choice and a good corporate citizen.

Ethics

     TNSB, and each of its Directors, officers and employees, wherever they may
be located, must conduct their affairs with uncompromising honesty and
integrity. Business ethics are no different than personal ethics. The same high
standard applies to both. As an TNSB employee, you are required to adhere to the
highest ethical standard.

     TNSB personnel are expected to be honest and ethical in dealing with each
other, with customers, vendors and all other third parties. Doing the right
thing means doing it right every time.

     You must also respect the rights of your fellow employees and third
parties. Your actions must be free from discrimination, libel, slander or
harassment. Each person must be treated with dignity and respect and accorded
equal opportunity, regardless of age, race, sex, sexual preference, color,
creed, religion, national origin, marital status, veteran's status, handicap or
disability.

     Misconduct cannot be excused because it was directed or requested by
another. In this regard, you are expected to alert Management whenever an
illegal, dishonest or unethical act is discovered or suspected. You will not be
penalized for reporting your discoveries or suspicions.

     TNSB conducts its affairs consistent with the applicable laws and
regulations of the United States and the states in which it does business. As an
TNSB employee, you are expected to comply with all such applicable laws and
regulations.
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     The following statements concern frequently raised ethical concerns. A
violation of the standards contained in this Code of Business Conduct & Ethics
will result in corrective action, including possible dismissal.

Conflicts of Interest

     You must avoid any personal activity, investment or association that could
appear to interfere with good judgment concerning TNSB's best interests. You may
not exploit your position or relationship with TNSB for personal gain. You
should avoid even the appearance of such a conflict. Therefore, if you are
related in any way to a vendor, customer or other provider, you should not be
the one to decide whether TNSB will do business with that person.

         For example, there is a likely conflict of interest if you:

     o    Cause TNSB to engage in business transactions with you or your
          relatives or friends or entities controlled by you or them.

     o    Use nonpublic TNSB, customer or vendor information for personal gain
          by you, relatives or friends (including securities transactions based
          on such information).

     o    Have more than a modest financial interest in TNSB's vendors,
          customers or competitors.

     o    Receive any loan, or guarantee of obligations, from TNSB or a third
          party as a result of your position at TNSB after July 30, 2002.

     o    Compete, or prepare to compete, with TNSB while still employed by
          TNSB.

     There are other situations in which a conflict of interest may arise. If
you have concerns about any situation, follow the steps outlined in the section
on "Reporting Possible Violations."

     To ensure that material transactions and relationships involving a
potential conflict of interest for any officer or Director are in the best
interests of TNSB, the Board must approve in advance all transactions and
relationships in which an officer or a Director, or any member of any such
person's family, may have a personal interest or other potential conflict of
interest. No Director, officer or employee may, on behalf of TNSB, authorize or
approve any transaction or relationship, or enter into any agreement, in which
any Director, officer or any member of his or her immediate family, may have a
personal interest without Board approval.

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Gifts, Bribes and Kickbacks

     Other than for modest gifts given or received in the normal course of
business (including travel or entertainment), neither you nor your relatives may
give gifts to, or receive gifts from, TNSB's customers and vendors. Other gifts
may be given or accepted only with prior approval of Management. In no event
should you put TNSB or yourself in a position that would be embarrassing if the
gift were made public.

     Dealing with government employees is often different than dealing with
private persons. Many governmental bodies strictly prohibit the receipt of any
gratuities by their employees, including meals and entertainment. You must be
aware of and strictly follow these prohibitions.

     Any TNSB Director, officer, or employee who pays or receives bribes or
kickbacks will be immediately terminated and reported, as warranted, to the
appropriate authorities. A kickback or bribe includes any item intended to
improperly obtain favorable treatment.

Improper Use or Theft of TNSB Property

     Every employee must safeguard TNSB property from loss or theft, and may not
take such property for personal use. TNSB property includes physical resources
and property, as well as its proprietary and confidential information, software,
computers, office equipment and supplies. You must appropriately secure all TNSB
property within your control to prevent its unauthorized use.

     Our offices, equipment, supplies and other resources may not be used for
activities that are not related to your employment with TNSB, except for any
activities that have been approved in writing in advance by Management, or for
personal use that is minor in amount and reasonable.

     Use of TNSB's electronic communications systems must conform to TNSB's
corporate philosophy and policies as stated in the TNSB Employee Handbook ("TNSB
Handbook"). In addition, you should not use TNSB's computer systems to access or
post material that is pornographic, obscene, sexually-related, profane or
otherwise offensive or that is intimidating or hostile or violates TNSB policies
or any laws or regulations. Employees may make limited non-business use of
TNSB's electronic communications systems, provided that such use is occasional,
does not interfere with the employee's professional responsibilities, does not
diminish productivity and does not violate this policy or the policies set forth
in the TNSB Handbook.

Maintaining Accurate and Complete Company Records and Covering up Mistakes

     In order to provide an adequate system of internal accounting and controls,
TNSB is required under U.S. federal securities laws and generally accepted
accounting principles to keep books, records and accounts that accurately
reflect all transactions. Also, TNSB is required to provide full, fair,
accurate, timely and understandable disclosure in reports and documents that it
files with, or furnishes to, the Securities and Exchange Commission (the

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"Commission") and in all of its other public communications. TNSB expects all
personnel to ensure that those portions of its books, records and accounts for
which they have responsibility are valid, complete, accurate and supported by
appropriate documentation in verifiable form. Similarly, TNSB expects all
personnel to ensure that all reports and documents filed with the Commission and
all other public communications for which they are responsible, provide full,
fair, accurate and understandable disclosure and that the same are filed on a
timely basis.

     All employees who exercise supervisory duties over TNSB assets or records
are expected to establish and implement appropriate internal controls over all
areas of their responsibility. This will help ensure the safeguarding of TNSB's
assets and the accuracy of its financial records and reports. TNSB has adopted
various types of internal controls and procedures as required to meet internal
needs and applicable laws and regulations. We expect all personnel to follow
these controls and procedures to assure the complete and accurate recording of
all transactions.

     Any accounting entries or adjustments that materially depart from generally
accepted accounting principles must be approved by the Audit Committee of the
Board of Directors and reported to the independent auditors. No one may
interfere with or seek to improperly influence (directly or indirectly) the
review or auditing of our financial records by TNSB's independent auditors.

     If a Director, officer or employee becomes aware of any questionable
transaction or accounting practice concerning TNSB or its assets, or undisclosed
material off-balance-sheet transactions, arrangements and obligations,
contingent or otherwise, and other TNSB relationships with unconsolidated
entities or other persons, any of which may have either a current or future
material effect on our financial condition or results of operations, TNSB
expects the matter to be reported immediately to TNSB's legal counsel or to a
member of the Audit Committee.

     Mistakes should never be covered up. They should be immediately and fully
disclosed and corrected. Falsification of any TNSB, client or third party record
is prohibited.

Protection of TNSB, Customer and Vendor Information

     No one may use for his or her personal benefit, or reveal to others for
their personal benefit, confidential or proprietary information of TNSB, its
customers and vendors. Additionally, all personnel must take appropriate steps,
including securing documents, limiting access to computers and electronic media,
and proper disposal methods, to prevent unauthorized access to such information.
Proprietary and/or confidential information, among other things, includes: the
database, investment criteria, business methods, pricing and marketing data,
strategy, computer code, forms, and information about, or received from, TNSB's
current, former and prospective customers, vendors and employees.


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Competitive Information, Defamation and Misrepresentation

     No one may accept, use or disclose to others the confidential information
of TNSB's competitors. When obtaining competitive information, TNSB personnel
must not violate our competitors' rights. Particular care must be taken when
dealing with competitors' customers, former customers and ex-employees. Never
ask for confidential or proprietary information. Never ask a person to violate a
non-compete or a non-disclosure agreement. Aggressive sales and marketing should
not include misstatements, innuendo or rumors about TNSB's competitors or their
products or financial condition. Do not make unsupportable promises concerning
TNSB.

Use of TNSB and Third Party Software

     TNSB and third party software may be distributed and disclosed only to
employees authorized to use it, and to customers in accordance with the terms of
an TNSB agreement. TNSB and third party software may not be copied without
specific authorization and may only be used to perform assigned
responsibilities.

Fair Competition and Antitrust Laws

     TNSB must comply with all applicable fair competition and antitrust laws.
These laws attempt to ensure that businesses compete fairly and honestly and
prohibit conduct seeking to reduce or restrain competition. If you are uncertain
whether a contemplated action raises unfair competition or antitrust issues,
TNSB's legal counsel can assist you.

Securities Trading

     It is illegal to buy or sell securities using material information not
available to the public. Persons who give such undisclosed "inside" information
to others may be as liable as the persons who trade securities while possessing
such information. Securities laws may be violated if a Director, officer or
employee, or any of their relatives or friends trade in securities of TNSB, or
any of its customers or vendors, while possessing "inside" information. Please
refer to TNSB's Insider Trading Policy. For a copy of that policy, please
request one from the Corporate Administrator.

Political Contributions

     No TNSB funds may be given directly to political candidates. Directors,
officers and employees may, however, engage in political activity with their own
resources on their own time.


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Retention of Business Records

     TNSB's business records must be maintained for the periods in accordance
with TNSB's document retention policies. Records may be destroyed only at the
expiration of the pertinent period. In no case may documents involved in a
pending or threatened litigation or government inquiry or under subpoena or
other information request, be discarded or destroyed, regardless of the periods
specified in the applicable policy. In addition, no one should ever destroy,
alter, or conceal, with an improper purpose, any record or otherwise impede any
official proceeding, either personally, in conjunction with, or by attempting to
influence, another person.

A Healthy and Safe Workplace and No Harassment

     When TNSB protects the health and safety of its employees, the community,
and the environment, TNSB demonstrates respect and contributes to a positive
work environment. Without respect for health, safety, and the environment, TNSB
would put its personnel, customers and the public at risk.

     TNSB is committed to protecting the health and safety of its employees, the
public, its customers, suppliers and visitors. TNSB's policy is to maintain a
secure workplace where all employees are attentive to hazard prevention and the
avoidance of accidents and injuries. Posted safety regulations, statistics, and
warnings are guides to help everyone stay out of harm's way: observed accidents,
injuries, or hazards should be immediately reported to any officer or the
Corporate Administrator.

     TNSB does not tolerate harassment of its employees. TNSB does not tolerate
any retaliation against a person reporting harassment. Please refer to the
section in the TNSB Handbook titled "Harassment." If you need an additional copy
of the TNSB Handbook, please request one from any officer or the Corporate
Administrator.

Waivers

     The Code of Business Conduct & Ethics applies to all TNSB officers and
employees and the members of its Board of Directors. There will be no waiver of
any part of the Code for any officer or Director except by a vote of the Board,
which will ascertain whether a waiver is appropriate and ensure that the waiver
is accompanied by appropriate controls designed to protect TNSB. Waivers of any
part of the Code for any other employee may be granted by the Chairman, the
Chief Executive Officer, the President, or the Chief Financial Officer.

     In the event that any waiver is granted for any officer or Director, the
waiver, and the reasons for it, will be filed on Form 8-K with the Commission
within five business days, or such earlier date as required by law, thereby
allowing TNSB's stockholders to evaluate the merits of the particular waiver.

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Reporting Possible Violations

     All TNSB Directors, officers and employees are required to report, or cause
to be reported, information known to them, and assist in any investigation by
any regulatory or law enforcement agency, elected officials or others
responsible for such matters, concerning the following:

     o    Violation of any federal, state or local laws, regulations or rules by
          any TNSB Director, officer, employee or agent in connection with TNSB
          or its business.

     o    Questionable accounting, internal controls and auditing matters
          concerning TNSB.

     o    The conduct of any TNSB Director, officer, employee or agent in
          connection with TNSB or its business that is not honest and ethical.

     o    Conflicts of interest that have not been reported as required by this
          Code.

     o    Disclosures in TNSB's reports to the Commission and other public
          disclosures that are not full, fair, accurate, timely and
          understandable.

     o    Violations of this Code of Ethics.

     An employee should report the violation to his or her direct supervisor. If
an employee is still concerned after speaking with his or her supervisor or
feels uncomfortable speaking with the supervisor (for whatever reason), he or
she may speak with, or send a detailed note, with relevant documents to the
Audit Committee of TNSB's Board of Directors, or TNSB's legal counsel, as
follows:

Audit Committee                      CONFIDENTIAL
                                     Attn:  Chairman, Audit Committee
                                     Transbotics Corporation
                                     3400 Latrobe Drive
                                     Charlotte, NC 28211
                                     704-362-1115

Legal Counsel                        Phil Chubb
                                     Shumaker, Loop & Kendrick, LLP
                                     128 South Tryon Street, Suite 1800
                                     Charlotte, NC  28202
                                     704-375-0057



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No Retaliation and Confidentiality

     Part of your job at TNSB is "to do the right thing." TNSB will not take any
action against someone who reports or otherwise tries to stop suspected
wrongdoing. More specifically, TNSB will not, and no officer or employee may,
retaliate against anyone who provides, or causes to be provided, information, or
who files, causes to be filed, testifies, participates in, or otherwise assists
in a proceeding regarding any matter covered in the preceding section entitled
"Reporting Possible Violations." The anonymity of a reporting person and the
confidentiality of the information that is reported will be maintained if such
person so requests; however, the identity of the person and the information
reported may be disclosed to the extent necessary to conduct an effective
investigation. Any person who believes that he or she has been subject to
retaliation by TNSB, or any officer or employee, as a result of a report,
testimony, assistance in a proceeding or otherwise, should report such
retaliation to a member of the Board's Audit Committee. The Audit Committee will
conduct an appropriate investigation and take such action as it determines
necessary to effect compliance with this Code and applicable law.



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