**Exhibit 14**

**Epic Bancorp and its SubsidiariesCode of Ethics and WhistleblowerNotice**

Introduction

The Boards of Directors of Epic Bancorp and Tamalpais Bank have adopted thiscode of ethics (this “Code”) to:

|   | • | promote honest and ethical conduct, including fair dealing and the ethicalhandling of conflicts of interest;                                                               |
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|   | • | promote full, fair, accurate, timely and understandable disclosure;                                                                                                        |
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|   | • | promote compliance with applicable laws and governmental rules andregulations;                                                                                             |
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|   | • | ensure the protection of Epic Bancorp and its subsidiaries’ legitimatebusiness interests, including corporate opportunities, assets and confidentialinformation; and, |
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|   | • | deter wrongdoing.                                                                                                                                                          |

All Directors, Officers and Employees of Epic Bancorp and its subsidiaries areexpected to be familiar with the Code and to adhere to those principles andprocedures set forth in the Code that apply to them.

For purposes of this Code, the “Code of Ethics Contact Person” will bethe Epic Bancorp’s Audit Committee Chair.

The Directors, Officers and Employees pride themselves on Epic Bancorp and itsSubsidiaries unfailing drive to provide top quality products and services tosatisfy our customers. All of us think of ourselves as customer service people,first and foremost.  We believe that success cannot be achieved withoutclear and honest communication.  Always remember that our professionalrelationships are at the foundation of our business.

We place a high value on honesty, integrity, and personal responsibility. TheCode set forth below applies to all Officers, Employees, and Directors of EpicBancorp and its Subsidiaries. This Code does not cover all Epic Bancorp and itsSubsidiaries’ policies or all laws. If a law conflicts with this Code, wefollow the law. If a local custom or practice conflicts with this Code, wefollow this Code. This Code clarifies Epic Bancorp and its Subsidiaries’rights and expectations as an employer, but does not add to or subtract fromEmployee rights or in any way create any contractual employment rights forEmployees.

This Code of Ethics is adopted in order to comply with the Sarbanes-Oxley Act of2002, the regulations promulgated hereunder and NASDAQ ListingRequirements.

Compliance with Laws, Rules, and Regulations

We obey and respect the law, both in letter and in spirit.

**Confidential Information; Insider Trading** All non-public informationabout Epic Bancorp and its Subsidiaries should be considered confidentialinformation; such non-public information is a valuable Company asset. To usenon-public information for personal financial benefit or to “tip”others who might make an investment decision on the basis of this information isnot only unethical but also illegal.

It is the responsibility of all Epic Bancorp and its Subsidiaries Employees toprotect the interests and privacy of our Customers and Coworkers. You may notinappropriately discuss, solicit, disclose, or use for your personal benefit,information in Company records, files, or databases, potential businessdevelopment activities, or any financial information with regard to customers orEpic Bancorp and its Subsidiaries.

**Competition and Fair Dealing**We seek to outperform our competitorsfairly and honestly. We seek competitive advantage through low costs andsuperior Customer Service, never through unethical or illegal businesspractices. Our advertising and other communications with our Customers aresimple, direct, and straightforward, as well as compliant with the law. We makeour own decisions concerning pricing, markets, routes, and Customers to beserved and do not enter into illegal agreements with our competitors.

**Payments to Government Personnel**It is strictly prohibited to makeillegal payments to government officials of any country. The promise, offer, ordelivery to an official or Employee of the federal, state, or local governmentof a gift, favor, or other gratuity in violation of applicable law violatesCompany policy and may also be a criminal offense. Federal law prohibits givinganything of value, directly or indirectly, to officials of foreign governmentsor foreign political candidates in order to obtain or retainbusiness.

**Conflicts of Interest**A conflict of interest arises when anEmployee’s personal interest, or that of a family member or friend,interferes in any way with what is in the best interest of Epic Bancorp and itssubsidiaries. All Employees should, at all times, conduct their activities, bothbusiness and personal, in such a manner that there is no undisclosed conflict ofinterest with their duties as Employees of Epic Bancorp and itssubsidiaries.

A Bank officer or employee shall not represent the bank in any transaction wherehe or she has any material connection or substantial financial interest. Specifically, a material connection includes the involvement of any familymember.(1) This policy includes, but is not limited to, approval of bankoverdrafts, authorizing or accepting checks on uncollected funds, waiving ofbank charges, late charges, or other normal fees.  It also includes makingloans, waiving financial statements, or any similar type of activity.

Situations involving conflicts of interest may not always be clear-cut. If youhave a question, follow the Compliance Procedures set forth below. 

(1) Family member includes spouse, son, daughter, niece, nephew, cousin,grandchild, father, mother, brother, sister, father-in-law, mother-in-law,sister-in-law, brother-in-law, grandfather, grandmother, or any members of ahousehold from this list of relatives.

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**Corporate Opportunities**We each owe a duty to Epic Bancorp and itsSubsidiaries to further its interests whenever we can do so. Employees andmembers of the Board of Directors may not take for themselves personallyopportunities that are discovered through the use of Company property orinformation. This means you may not use Epic Bancorp and its Subsidiariesproperty or information, or your position with the Company to put your personalgain ahead of the Company’s interests.

**Safeguarding Company Property**Each of us has the responsibility tosafeguard the assets of Epic Bancorp and its Subsidiaries. We must use andmaintain Company assets with care and respect while guarding against waste andabuse. We protect from unauthorized disclosure or misuse all non-publicinformation about the Company, including technology, competitive position,strategy, financial results prior to public disclosure, and Customers. We do notdisclose without authorization proprietary technical data developed, licensed,or purchased by the Company. We take actions necessary to safeguard allpasswords and identification codes to prevent unauthorized access to theCompany’s information systems. We do not reproduce licensed or internallydeveloped software for our personal use unless permitted by the terms of thelicense.  We also safeguard Epic Bancorp and its Subsidiaries’intangible assets, including information and intellectual property.Intellectual property rights, including patents, trademarks, copyrights, tradesecrets, and know-how must be treated and managed with the same degree of careas any other valuable asset.

**Record keeping**Epic Bancorp and its Subsidiaries’ financial,accounting, and other reports and records will accurately and fairly reflect theCompany’s transactions in reasonable detail, and in accordance withgenerally accepted accounting principles, applicable government regulations, andthe Company’s system of internal controls.

We record information honestly and accurately. For example, only the true andactual number of hours worked is reported, expense reports are documented andrecorded accurately, and no Employee will authorize payment knowing that anypart of the payment will be used for any purpose other than what is described indocuments supporting the payment.

**Waivers of this Code**Any waiver of this Code for Executive Officers ormembers of the Board of Directors may be allowed made only consistent with the(SEC) regulations and NASDAQ listing requirements.

**Disclosure**Each Director, Officer or Employee of Epic Bancorp and itsSubsidiaries involved in the Epic Bancorp’s disclosure process, includingthe Chief Executive Officer, the Chief Financial Officer, and the President ofTamalpais Bank (the “Senior Officers”), is required to be familiarwith and comply with the Epic Bancorp’s disclosure controls and proceduresand internal control over financial reporting, to the extent relevant to his orher area of responsibility, so that the Epic Bancorp’s public reports anddocuments filed with the SEC comply in all material respects with the applicablefederal securities laws and SEC rules.  In addition, each such personshaving direct or supervisory authority regarding these SEC filings or EpicBancorp’s other public communications concerning its general business,results financial condition and prospects should, to the extent appropriatewithin his or her area of responsibility, consult with other Epic Bancorp orTamalpais Bank Officers and Employees and take other appropriate steps regardingthese disclosures with the goal of making full, fair, accurate, timely andunderstandable disclosure.

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Each Director, Officer or Employee who is involved in the Epic Bancorp’sdisclosure process, including without limitation the Senior Officers,must:

 

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Familiarize himself or herself with the disclosure requirements applicable tothe Epic Bancorp as well as the business and financial operations of the EpicBancorp.

 

 

 

 

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Not knowingly misrepresent, or cause others to misrepresent, facts about EpicBancorp to others, whether within or outside the Epic Bancorp, including to theEpic Bancorp’s independent auditors, governmental regulators andself-regulatory organizations.

 

 

 

 

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Properly review and critically analyze proposed disclosure for accuracy andcompleteness.

**Compliance Procedures**

**Reporting and Accountability** Epic Bancorp’s Audit Committee isresponsible for applying this Code to specific situations in which questions arepresented to it and has the authority to interpret this Code in any particularsituation.  Any Director, Officer or Employee who becomes aware of anyexisting or potential violation of this Code is required to notify the Code ofEthics Contact Person promptly.  Failure to do so is itself a violation ofthis Code.

Any questions relating to how this Code should be interpreted or applied shouldbe addressed to the Code of Ethics Contact Person.  A Director, Officer orEmployee who is unsure of whether a situation violates this Code should discussthe situation with the Code of Ethics Contact Person to prevent possiblemisunderstandings and embarrassment at a later date.

Each Director, Officer or Employee must:

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Notify the Code of Ethics Contact Person promptly of any existing or potentialviolation of this Code.

 

 

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Not retaliate against any other Director, Officer or Employee for reports ofpotential violations that are made in good faith.

Epic Bancorp’s Audit Committee shall take all action they considerappropriate to investigate any violations reported to them.  If a violationhas occurred, Epic Bancorp and/or Tamalpais Bank will take such disciplinary orpreventative action as it deems appropriate, after consultation with the AuditCommittee, in the case of a Director or Executive Officer, or the President, inthe case of any other Employee.

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**Whistleblower Reporting.**Each Director, Officer, and Employee isresponsible for his or her own compliance with the Code of Ethics. Questions ofinterpretation should be directed to your Branch Manager, or any Officer of theCompany. Reports of suspected violations (and disclosure of any materialtransaction or relationship that reasonably could be expected to give rise to aconflict of interest) should be directed to Epic Bancorp and itsSubsidiaries’ Chief Executive Officer or any Officer of the Company. We donot allow retaliation for reports of misconduct by others made in good faith byEmployees. Employees are expected to cooperate in internal investigations ofviolations of this Code. Employees who violate this Code will be subject todiscipline.

If you have information regarding possible violations of state or federalstatutes, rules, or regulations, or violations of fiduciary responsibility byEpic Bancorp and its Subsidiaries or limited liability company to itsshareholders, investors, or employees, call the California State AttorneyGeneral’s Whistleblower Hotline at 1-800-925-5225.  The AttorneyGeneral will refer your call to the appropriate government authority for reviewand possible investigation.

As adopted by the Board of Directors of Epic Bancorp and its subsidiaries Co. on April 17, 2006.

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