Exhibit 14



                          Pro Tech Communications, Inc.
       Code of Ethics for the CEO, CFO and Other Senior Financial Officers


Pro Tech Communications, Inc. and all of its directors and employees are covered
under the "Policies on Business Conduct and Conflicts of Interest" maintained by
NCT Group,  Inc., our ultimate parent company.  The Chief Executive  Officer and
Chief Financial Officer (or those performing similar functions),  as well as any
and all Senior  Financial  Officers,  herein  referred  to as "Senior  Financial
Officer,"  are bound by the  provisions  set forth in the  Policies  relating to
ethical conduct and fair dealing, conflicts of interest,  confidentiality of Pro
Tech  information  and  compliance  with law, but in addition are subject to the
following specific policies:

     1.   Be committed to the highest  standards of honest and ethical  conduct,
          including  the ethical  handling of actual or  apparent  conflicts  of
          interest between their personal and professional  relationships in the
          performance of their duties as Senior Financial Officers of Pro Tech.
     2.   Be committed to the full, fair,  accurate,  timely and  understandable
          disclosure  in  reports  and  documents  that Pro Tech file  with,  or
          submits  to, the SEC and in other  public  communications  made by Pro
          Tech, of all information relating to Pro Tech, its financial condition
          and results of operations.
     3.   Be committed to  compliance  with all  applicable  governmental  laws,
          rules and regulations relating to the conduct of the businesses of Pro
          Tech and to required  reports  regarding the  financial  condition and
          results of business operations of Pro Tech,  including the laws of all
          countries in which Pro Tech operates.
     4.   Act  in  good  faith,  responsibly,  with  due  care,  competence  and
          diligence,  without  misrepresenting  material facts or allowing one's
          independent judgment to be subordinated to any personal interest.
     5.   Respect the  confidentiality of information  acquired in the course of
          serving  as a  Senior  Financial  Officer  of  Pro  Tech  except  when
          authorized  or  otherwise   legally   obligated  to  make  disclosure.
          Confidential information shall not be used for personal advantage.
     6.   Report  violations  of this Code of Ethics to the  General  Counsel or
          directly to the Audit Committee of the Board of Directors of Pro Tech,
          as soon as practicable after learning of any such violation.
     7.   Report to the  General  Counsel  or Audit  Committee  any  information
          concerning (a) significant  deficiencies in the design or operation of
          internal  controls which could adversely  affect Pro Tech's ability to
          record, process, summarize and report financial data or (b) any fraud,
          whether or not material,  that involves  management or other employees
          who  have a  significant  role  in  Pro  Tech's  financial  reporting,
          disclosures or internal controls.
     8.   Report  to  the  General  Counsel  or  Audit  Committee  any  material
          violations  of the  securities  or other  laws,  rules or  regulations
          applicable to Pro Tech and the operations of its business, by Pro Tech
          or any agent thereof.
     9.   Hold themselves  accountable for adherence to this Code of Ethics, and
          understand   that  Pro  Tech's  Board  of  Directors  will  hold  them
          accountable, as Senior Officers of Pro Tech, to this Code of Ethics.