[Exhibit 14]


               SIX DIAMOND RESORTS INTERNATIONAL
              CODE OF BUSINESS ETHICS AND CONDUCT
                     As of March 15, 2008

Governing Principles

This Code of Business Ethics and Conduct is designed to promote:

  *  Honest and ethical conduct, including the ethical handling
     of actual or apparent conflicts of interest between personal
     and professional relationships;

  *  Avoidance of conflicts of interest, including disclosure of
     any material transaction or relationship that reasonably
     could be expected to give rise to such conflict;

  *  Full, fair, accurate, timely and understandable disclosure
     in periodic reports and other filings with the Securities
     and Exchange Commission and in other public communications
     made by the Company;

  *  Compliance with applicable governmental law, rules and
     regulations;

  *  The prompt internal reporting of violations of this Code;
     and

  *  Accountability for adherence to this Code.

Professional Conduct

     Our stockholders, our customers and other parties with whom
we do business have very strong views about our Company, and as
its stewards, we need to promote values and behavior that enhance
the Company's reputation within the community.  It is highly
important that our directors and officers conduct all of their
professional and business activities with complete integrity,
fair dealing and otherwise in a manner that inspires the
confidence and trust of our stockholders and customers.  Bare
compliance with minimum legal requirements is not enough.  The
ability of the Board of Directors and management to lead this
organization can be impaired if the public perceives any of the
members of our Board or management as failing to live up to the
high standards that we establish for ourselves.

Conflicts of Interest
     All directors and officers of the Company shall conduct
their personal business and private affairs to avoid any
potential conflict of interest between themselves and the
Company, and shall take immediate and appropriate action to
resolve any conflict of interest which actually arises. The term
"conflict of interest" includes any situation where the personal
activities and financial affairs of a director or officer may
adversely influence his or her judgment in the performance of his
or her duties for the Company.

     In order to avoid situations which potentially give rise to
a conflict of interest, directors and officers shall not engage
in any of the following activities, unless authorized by a prior,
written resolution of the Board of Directors following full
disclosure to the Board by the affected director or officer:

  *  Use their position as a director or officer, or any
     knowledge or information obtained therefrom, for personal or
     financial gain, except as they are otherwise compensated by
     the Company;

  *  Directly or indirectly engage in any activity (whether as
     director, officer, principal, employee, agent or consultant)
     or own, directly or indirectly, an ownership interest in any
     entity (whether as a stockholder, member, partner or sole
     proprietor) which competes with the existing, planned or
     potential business of the Company;

  *  Own any ownership interest either directly (whether as a
     stockholder, member, partner or sole proprietor) or indirectly
     (whether through an immediate family member, trust or other


                               1
<PAGE>


     arrangement) in any entity which supplies goods or services
     to the Company provided that stock ownership in a publicly
     traded corporation shall be permitted if the ownership does
     not exceed one percent of the outstanding stock of the
     corporation;

  *  Accept any gift of goods or services from any person which
     is intended to, or which may, influence or affect the judgment
     of the director or officer concerning the Company's affairs;
     or

  *  Engage in any other activity or take any other action where
     the interests of the director or officer may compete or conflict
     with the interests of the Company.

     All directors and officers shall report to the Board of
Directors any facts or circumstances which they know have
resulted or will result in a conflict of interest. The Board of
Directors has the ultimate and final responsibility for
determining whether a potential or actual conflict of interest
exists and what action, if any, should be taken to protect the
Company.

Confidentiality

     Officers and directors of the Company are expected to keep
all nonpublic information regarding the Company or its business,
employees, customers and suppliers confidential, unless
disclosure has been authorized by the Board of Directors or they
have been advised by counsel that disclosure is required by law.
Officers and directors are also expected to take steps to prevent
the unintentional disclosure of confidential information.
Confidential information includes plans to buy or sell the
Company, advertising and marketing plans, research and
development, financial information, employment matters, supplier
and customer information, and other information which is not
generally known to the public.  Officers and directors are
obligated to keep all nonpublic information confidential even if
their employment with the Company ends.

Corporate Opportunities

     Officers and directors are prohibited from utilizing
confidential information regarding the Company or its business,
employees, officers, directors, customers, consumers or suppliers
for personal benefit or disclosing such information to any
persons outside of their normal duties as an officer or director,
including, without limitation, acting on behalf of the Company in
any transaction in which the officer or director or a member of
his or her immediate family has a significant direct or indirect
financial interest.

Insider Trading

     It is both unethical and illegal to buy, sell, trade or
otherwise participate in transactions involving securities of the
Company while in possession of material information concerning
the Company that has not been released to the general public.
Securities laws may be violated if any officer or director, or
any of his or her relatives or friends, trade in securities of
the Company or any of its vendors while in possession of such
"inside" information.

Fair Dealing

     Each officer and director should endeavor to deal fairly
with the employees, customers, consumers, suppliers, competitors
and other officers and directors of the Company.  No officer or
director should take unfair advantage of any person through
manipulation, concealment, abuse of privileged information,
misrepresentation of material facts or any other unfair dealing
practice.

Gifts and Entertainment

     The purpose of business entertainment and gifts in a
commercial setting is to create good-will and to further working
relationships.  Any gift that is excessive and has the potential
to unduly influence judgment should not be given or accepted.
Gifts from suppliers or customers should not be solicited.
Moreover, gifts of cash or cash equivalents are prohibited.  Non-
monetary, unsolicited gifts may not be accepted or given unless:

  *  The gifts are items of nominal intrinsic value (i.e., meals
     and refreshments, tickets to sporting events, small holiday
     gifts)


                               2
<PAGE>


  *  The gifts do not create an express or implied understanding
     that the recipient is in any way obligated or

  *  The gifts are low cost advertising and promotional materials
     clearly marked with company or brand names (i.e., company
     pens, cups, etc.)

     Employees must report to their supervisor any frequent gifts
or offers of gifts received from one source and any offer of a
gift even if not accepted that appears unusual or excessive.

Payments to Government Personnel

     The U.S. Foreign Corrupt Practices Act prohibits the giving
of anything of value, directly or indirectly, to officials of
foreign governments or foreign political candidates in order to
obtain or retain business.  Illegal payments to government
officials of any country are strictly prohibited.

     In addition, the U.S. Government has a number of laws and
regulations regarding business gratuities which may be accepted
by U.S. Government personnel.  The promise, offer or delivery to
an official or an employee of the U.S. Government of a gift,
favor or other gratuity is a violation of these rules and may not
only violate Company policy but may also be a criminal offense.
State and local governments, as well as foreign governments, may
have similar rules.

Fair and Accurate Record Keeping

     The Company is committed to producing full, fair, accurate,
timely and understandable disclosure in reports and documents
that it files with or submits to the Securities and Exchange
Commission and other regulators.  Accordingly, the Company
requires honest and accurate recording and reporting of
information.  All of the Company's books, records, accounts and
financial statements must be maintained in reasonable detail,
must appropriately reflect the Company's transactions and must
conform both to applicable legal requirements and to the
Company's system of internal controls.  By way of example,
unrecorded or "off the books" funds or assets should not be
maintained.  Only the true and actual number of hours worked
should be reported, and business expense accounts must be
documented and recorded accurately.

     Business records and communications sometimes become public.
Accordingly, we should avoid exaggeration, derogatory remarks,
guess work or inappropriate characterization of people and
companies that may be misunderstood.  This applies equally to
email, internal memos, and formal reports.  Reports should always
be retained or destroyed according to the Company's record
retention policies.  Inappropriate access or modifications to or
unauthorized destruction of accounting or other business records
is prohibited.  These prohibitions apply to all business records
and data, regardless of whether such data and records are in
written form or electronically stored.

Protection and Proper Use of Company Property

     Officers and directors should endeavor to protect the
property and assets of the Company and ensure their efficient and
proper use.  Theft, carelessness and waste of any property or
other assets of the Company have a direct impact on the Company's
profitability.  Any suspected incident of fraud or theft should
be reported immediately for proper handling.  Company equipment
should not be used for non-Company business, though incidental
personal use may be permitted.

Reporting of Illegal or Unethical Behavior

     Any officer or director who has knowledge of or suspects a
violation of this Code by any officer or director of the Company
is expected to send anonymously a letter or other correspondence
disclosing the known or suspected violation to the Company at 700
Gemini, Suite 100, Houston, Texas 77058, Attn: CFO.  All such
correspondence will be received and reviewed confidentially by a
person designated by the Board of Directors of the Company.


                               3
<PAGE>


Administration and Waiver of this Code

     Officers and directors of the Company are expected to adhere
to the policies set forth in this Code.  In rare circumstances,
conflicts may arise that necessitate waivers.  There shall be no
waiver of any part of this Code, except by a vote of the Board of
Directors or a designated committee, which will ascertain whether
a waiver is appropriate and ensure that the waiver is accompanied
by appropriate controls designed to protect the Company.  Any
waiver and the grounds for such waiver shall be promptly
disclosed to the stockholders by the Company on a Form 8-K.

Accountability for Adherence to this Code
     All directors and officers shall report to the Board of
Directors of the Company any facts or circumstances which they
know have resulted or will result in a violation of this Code.
The Board of Directors has the ultimate and final responsibility
for determining whether a potential or actual violation exists
and will take whatever disciplinary or other action it deems
appropriate to protect the Company, including, without
limitation, requiring the resignation of the affected director or
officer.































                               4
<PAGE>