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                                                                      EXHIBIT 14

                            MATRIXX INITIATIVES, INC.

                                 CODE OF ETHICS

INTRODUCTION

         Matrixx Initiatives, Inc., including its subsidiaries, ("Matrixx" or
the "Company") is committed to achieving and maintaining the highest ethical
standards in the conduct of its business. An uncompromising adherence to ethical
excellence is integral to creating and sustaining a top-level business culture
at Matrixx.

         The term "ethics" refers to principles that define behavior as right,
good and proper. Such principles do not always dictate a single "moral" course
of action, but provide a means of evaluating and deciding among competing
courses of action. There are six pillars of ethical values that we believe help
us filter through these choices:

         -        Trustworthiness - When others trust us, they give us greater
                  leeway because they feel we do not need monitoring to ensure
                  that we will meet our obligations.

         -        Respect - Everyone has a right to be treated with dignity and
                  respect. In doing so, we have a responsibility to be the best
                  we can be in all situations, even when dealing with
                  challenging or unpleasant people.

         -        Responsibility - The conduct of business, and life in general,
                  is full of choices. Being responsible means being in charge of
                  our choices and thereby, our lives. It means being accountable
                  for what we do and who we are.

         -        Fairness - Acting and making decisions based on fairness
                  implies an adherence to a balanced standard of justice without
                  reference to one's own bias or interests.

         -        Caring - It is the heart of ethics, because ethics is
                  ultimately about good relations with other people.

         -        Citizenship - These are civic virtues and duties that
                  prescribe how we ought to behave as part of a community.

         This Code of Ethics is intended to conform to the requirements of the
Sarbanes-Oxley Act of 2002 in that it applies to the Company's Chief Executive
Officer, Chief Financial Officer and any other senior financial officer of the
Company who may hold office from time to time (including a controller and/or
chief accounting officer) and any other person performing functions similar to
those of a senior financial officer of the Company. This Code of Ethics also
applies to each other officer and each employee and director of the Company, as
well as any consultant or other professional advisor to the Company while
engaged to work for or on behalf of the Company.

         This Code of Ethics will be available for viewing on the Company's
internet website at www.matrixxinc.com and will be filed each year as an exhibit
to the Company's annual report on

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Form 10-K. The Company will publicly disclose (i) any change to this Code of
Ethics that applies to any officer or director of the Company, or any other
person performing functions similar to those of a senior financial officer, and
(ii) the grant of a waiver to any such individual of any provision of this Code
of Ethics (which waiver will be subject to prior approval by the Company's
independent directors). Such public disclosure will be made by the filing with
the Securities and Exchange Commission (the "SEC") of a report on Form 8-K
and/or the prompt disclosure of such change on the Company's internet website.

MATRIXX'S CODE OF ETHICS

         The directors, officers and employees of Matrixx and any professional
advisors of Matrixx, while they are engaged to work for or on behalf of the
Company, (all of whom may sometimes be referred to herein as "Members" of the
Company) must at all times conduct themselves and their activities on behalf of
the Company with uncompromising honesty and integrity. Business ethics are no
different from personal ethics. Members of Matrixx are expected to adhere to the
highest ethical standards regardless of personal interests, industry customs or
the demands of others. They are expected to be honest and forthright in dealing
with each other and with the Company's customers, vendors, advisors and other
third parties. This approach should be consistent and habitual. Doing the right
thing means doing it right every time. Matrixx's philosophy is that the
Company's business practices should be compatible with the commercial, economic
and social priorities of any locale in which it operates. While the style of
commercial dealings may vary among certain industries and in different cultures,
we believe that honesty and integrity must always characterize our business
activity and will never be the subject of criticism.

         Every Member of the Matrixx family, whether he or she works for us
within the Company or with us as an outside advisor, is at all times expected
to:

         -        act with honesty and integrity, avoiding actual or apparent
                  conflicts of interest between personal and professional
                  relationships, and, in cases where an actual or apparent
                  conflict of interest arises, taking appropriate and timely
                  action to notify management of such conflict and to remove him
                  or herself from the situation that gives rise to the conflict;

         -        comply with all applicable laws, regulations and rules of
                  federal, state, local and foreign governments and regulatory
                  authorities;

         -        ensure that information provided in the Company's periodic
                  reports filed with the SEC and in other public communications
                  is accurate, complete, fair, objective, relevant, timely and
                  understandable;

         -        act responsibly and in good faith in the execution of his or
                  her duties, with due care, competence and diligence, without
                  misrepresenting material facts or allowing one's independent
                  judgment to be compromised;

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         -        respect applicable obligations of confidentiality when dealing
                  with Company or third party information in the course of one's
                  work, and not use any such information for personal advantage
                  or gain;

         -        proactively promote ethical behavior as a responsible partner
                  among peers in the workplace, including promptly reporting to
                  appropriate persons within the Company any actual or suspected
                  violation of this Code of Ethics (see "Reporting Ethical
                  Violations" below); and

         -        make responsible use of the Company's assets and resources.

         There is no finite list of actions that one can point to as
constituting ethical conduct. Nor for that matter is there a finite list of
actions that constitute unethical conduct. The practice of conducting oneself
ethically and with integrity comes not from a guidebook but from one's own
system of well-formed beliefs and values. That being said, at a minimum, the
following are a number of specific rules of conduct that are expected to be
adhered to at all times by Matrixx's Members.

Discrimination & Harassment

         Matrixx is committed to ensuring that its Members work in an
environment of mutual respect, free of intolerance, harassment and
discrimination. No Member of Matrixx will harass or discriminate against any
person, including, without limitation, any other Member, any customer or any
vendor of the Company, based on gender, age, race, religion, national origin or
sexual orientation.

Conflicts of Interest

         Members of Matrixx must carefully avoid any personal activity,
investment or association which interferes, or could be reasonably expected to
interfere, with their good judgment concerning their professional
responsibilities and the Company's best interests. Members of the Company may
not exploit their position within, or relationship to, the Company for personal
gain (including the personal gain of any family member, friend or personal or
business associate). For example, it is a likely conflict of interest if a
Member:

         -        causes the Company to engage in any business transaction with
                  a relative, friend or personal or business associate of such
                  Member, unless such relationship has been fully disclosed to
                  the Company's Board of Directors and such transaction has been
                  subsequently approved by the Board, (with such matters noted
                  in the minutes of the applicable Board meeting);

         -        uses non-public Company, client or vendor information,
                  including, without limitation, financial results or
                  information about a pending material transaction, for the
                  personal gain of such member or any relative, friend or other
                  personal or business associate of such Member (including
                  securities-related transactions based on such information);

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         -        takes personal advantage, or facilitates a family member,
                  friend or personal or business associate taking advantage, of
                  a business opportunity that arises or is made known to such
                  Member as a result of his or her relationship with the
                  Company;

         -        has more than a nominal interest (as a stockholder, lender or
                  otherwise) in any vendor, client or competitor of the Company;
                  or

         -        competes or takes actions to compete with the Company, or
                  obtains employment with, or joins the board of directors or
                  similar governing body of, a competitor of the Company.

         There are other situations in which a conflict of interest, actual or
apparent, may arise. Members of Matrixx are expected to use their reasonable
judgment before embarking on any personal course of action that could reasonably
be construed as being in conflict with their professional obligations and the
best interests of the Company, and to discuss with management or, if appropriate
in the circumstances, the Chairman of the Board of Directors, any concerns they
may have regarding the actions of any other Member that may pose such a
conflict. See "Reporting Ethical Violations" below.

Gifts, Bribes and Kick-backs; Political Contributions

         Except for modest gifts, gratuities or special privileges given or
received in the normal course of business (including reasonable entertainment or
items valued under $200), no director, officer or employee of Matrixx nor any
relative thereof may give to or receive from any customer or vendor of the
Company or any other person having decision-making authority that may affect the
business or affairs of the Company (including, without limitation, any
governmental or regulatory authority) any gift, gratuity or special privilege.
Dealing with government employees is often different than dealing with private
persons. Many governmental bodies strictly prohibit the receipt of any gratuity
or gift by their employees, including meals and entertainment. Representatives
of Matrixx who deal with these individuals from time to time must be aware of
and strictly follow these prohibitions. The paying or receiving of a bribe or
kick-back by any Member of Matrixx, or the authorizing of the making of a bribe
or kick-back is strictly prohibited. A bribe or kick-back includes any item or
benefit not expressly required or permitted by law to be given or paid that is
intended to improperly obtain favorable treatment.

         No gift, gratuity or special privilege in excess of a nominal value of
$200.00 (as reasonably judged by the recipient thereof) may be accepted by any
director, officer or employee of the Company except:

         -        where it is given on a personal occasion, such as a marriage
                  or retirement, and is still not less than $500.00 in value;

         -        where the refusal of such gift, gratuity or special privilege
                  would cause offense to the giver or embarrassment to the
                  Company, in which case it may be accepted on behalf of the
                  Company, provided that (i) its receipt is promptly reported to
                  the recipient's immediate supervisor and appropriate corporate
                  officer(s) and is recorded in the

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                  Company's records regarding gifts, and (ii) it is turned over
                  by the recipient to the Company; or

         -        where the item in question is the participation in a customer,
                  vendor, advisor or trade association social activity and where
                  (i) each participating director, officer or employee believes
                  that his or her participation will not affect his or her
                  judgment with respect to the affairs of the Company, and (ii)
                  if the value of such participation is reasonably believed by
                  such participant to exceed $500, such participation is
                  approved in advance by such individual's immediate supervisor
                  (or in the case of the Chairman of the Board of Directors, by
                  a majority of the other directors and the Chief Financial
                  Officer).

         No director, officer or employee of Matrixx may make any direct or
indirect political contribution in the name of or on behalf of the Company or
any subsidiary thereof where such contribution is prohibited by law. For legal
political contributions, no director, officer or employee of the Company may
make or cause such a contribution to be made, except for the Chief Executive
Officer of the Company who may do so only with the express approval of the Board
of Directors. Directors, officers and employees of the Company are free to
engage in political activity and make political contributions on their own time
and using their own resources, provided that no such political activity is
conducted on the Company's premises or using the Company's property or
resources.

Improper Use or Theft of Company Property; Computer Use

         Every director, officer and employee of Matrixx must safeguard the
Company's property against loss, willful or careless damage or theft, and may
not take or use such property for personal gain. In addition to tangible
property such as computer equipment and software, Company property includes
confidential (i.e., non-public) information regarding the Company, its customers
and vendors. Members of Matrixx are expected to take reasonable precautions to
secure all Company property within their control to prevent its theft or
unauthorized use or reproduction by third parties.

         Matrixx permits limited personal use of its computer systems by
directors, officers and employees for email and accessing the internet during
normal business hours (such as for obtaining occasional news or stock market
reports or for making travel arrangements), provided that such individuals use
good judgment and discretion when making use of such resources and such use does
not interfere with the performance of such individuals' duties. When using
Company computer resources, the following practices are considered to be
inappropriate and are strictly prohibited:

         -        searching for, obtaining, downloading or transmitting obscene,
                  sexually-oriented, threatening, racially offensive, harassing
                  or illegal material, or printing text or graphic information
                  which exceeds the bounds of generally accepted standards of
                  good taste;

         -        engaging in any activity which would interfere with or disrupt
                  network users, services or equipment, or compromise the data
                  security of the Company or any other company, organization or
                  agency;

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         -        engaging in personal commercial activities or unsolicited
                  commercial advertising, solicitations or political lobbying;

         -        engaging in recreational games, including, internet gambling;
                  and

         -        accessing, downloading or transmitting data or information in
                  violation of copyright laws or copying Company-licensed
                  software in violation of the terms of any such license.

         While the Company does not intend to regularly monitor internet usage
or email transmissions, it may do so from time to time if specific circumstances
warrant such action. The Company reserves the right to disclose any such
monitoring results to law enforcement officials.

Securities Trading Using Inside Information

         No Member of Matrixx may trade in the securities of the Company when he
or she is in possession of material, non-public information about the Company,
including, without limitation, information about earnings, finances, material
transactions, regulatory matters or the hiring, engagement or departure of any
executive, officer, director or professional advisor. Information is "material"
if it would influence a reasonable investor's decision to buy or sell securities
of the Company. Individuals who obtain material, non-public information about
the Company are prohibited by federal and state laws from buying or selling
Company securities and from communicating (or "tipping") such information to
others, including family members, friends and other personal or business
associates. A violation of these prohibitions can result in civil and criminal
proceedings being brought against the persons involved and will result in the
immediate termination of such person's employment or engagement with the
Company. If any Member of Matrixx is uncertain as to whether or not he or she
may trade in Company securities at a particular time based on non-public
information that he or she has at such time, such individual is expected to
consult with senior management regarding such concern, and in any event, to
exercise due caution and restraint.

Accounting and Financial Reporting

         Matrixx's accounting records are relied upon to produce reports for the
Company's management, creditors, shareholders and regulators, among others. All
Company accounting records and reports produced from such records must be kept
and presented in accordance with the laws of each applicable jurisdiction and
must accurately and fairly reflect in reasonable detail the Company's assets,
liabilities, revenues and expenses. While the Chief Executive Officer and Chief
Financial Officer of Matrixx are ultimately responsible for the integrity of the
Company's financial accounting and reporting, it falls to all Members of the
Company to ensure that false or intentionally misleading entries are not made in
the Company's accounting records. In preparing, maintaining and presenting the
Company's financial records, compliance with generally accepted accounting
principles and the Company's internal accounting controls are expected at all
times.

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Treatment of Confidential Information

         The unauthorized use or disclosure of confidential, privileged or
proprietary information of the Company, any of the Company's competitors or any
of the Company's vendors or licensors is prohibited. Members of the Company must
respect applicable obligations of confidentiality when dealing with confidential
third party information in the course of their work, and not make unauthorized
use of any such information - whether for the intended benefit of the Company or
for personal advantage or gain. Particular care must be taken when dealing with
any client, ex-client, employee or ex-employee of any competitor, vendor or
licensor. Each Member is expected to abide fully by the terms and intent of any
confidentiality or non-disclosure agreement to which he, she or the Company is a
party or by which he, she or the Company is bound. Any intentional violation of
Company or third-party intellectual property rights is prohibited.

Compliance with Laws

         Members of Matrixx are expected to comply at all times with all
federal, state, local and foreign laws and regulations affecting the Company and
its business. If any Member is uncertain about the existence or effect of a
particular law on his or her conduct on behalf of the Company, such individual
should consult with management. If appropriate, management is further encouraged
to consult with the Company's legal advisors to determine appropriate action. In
particular, and without limiting the generality of the foregoing statements:

         -        Any action taken to intentionally evade the payment of any
                  tax, or the violation of any law relating to taxation of
                  property, services, sales, income or any other matters,
                  including failure to file reports or returns on a timely basis
                  (other than with the approval of the applicable taxing
                  authority) or filing false or fictitious reports or returns,
                  is prohibited.

         -        Any action taken to intentionally circumvent the requirements
                  of any federal, state, local or foreign health or safety law
                  applicable to the Company's products, or any action taken to
                  intentionally mislead the U.S. Food and Drug Administration or
                  any other health and safety regulator regarding the safety and
                  efficacy of the Company's products is prohibited.

         -        Any action taken to intentionally mislead the investing
                  public, the SEC, the Nasdaq National Market or any other
                  federal or state securities regulatory authority regarding the
                  Company's business, legal or financial affairs or regarding
                  any material event or circumstance affecting the Company
                  (including any failure to make necessary public disclosures in
                  respect thereof) is prohibited.

         -        Any action taken to circumvent or otherwise violate the laws
                  of any country relating to the importation or exportation of
                  any good or commodity, including the neglect or filing of
                  false or fictitious declarations, bills of lading or other
                  documents, is prohibited.

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Fair Dealing

         No Member of Matrixx should take unfair advantage of any customer,
vendor, competitor or other Member of the Company through manipulation,
concealment, abuse of privileged information, misrepresentation of material
facts or any other unfair dealing practice. Aggressive marketing should not
include misstatements, innuendo or unfounded rumors about the Company's
competition. The Company's sales and marketing personnel are expected to comply
with all applicable fair competition and anti-trust laws. These laws attempt to
ensure that businesses compete fairly and honestly and prohibit conduct seeking
to reduce or restrain competition. Matrixx makes its purchasing decisions based
solely on consideration of price, quality, service and reliability of the
Company's vendors. The Company's employees are expected to abide by this
practice and to avoid other unethical practices such as receiving (or attempting
to receive) bribes or kick-backs or making unfounded threats to take the
Company's business to other competitors.

Covering-Up Mistakes; Falsifying Records

         The Members of Matrixx are human beings, and human beings sometimes
make mistakes. These are normally correctable and, therefore, forgivable. What
is not acceptable to the Company are efforts to cover-up mistakes or the effects
thereof. Mistakes should never be covered up, but rather should be immediately
and fully disclosed to the Company's management and promptly corrected. The
covering-up or falsification of any Company, client or third-party record or
report is prohibited.

REPORTING ETHICAL VIOLATIONS

         The conduct of each Member of the Matrixx family can help to establish
and reinforce an ethical atmosphere and positively influence the conduct of
fellow Members. Ethical misconduct on the part of one person cannot be excused
or explained merely because it was directed or requested by another. In this
regard, Matrixx's directors, officers, employees and outside advisors are
expected to immediately alert management or, if appropriate, the Chairman of the
Board of Directors, whenever an illegal, dishonest or unethical act by or on
behalf of any Member of the Company is discovered or suspected.

         In no event will a director, officer, employee or advisor of Matrixx
who in good faith reports any suspected or actual ethical misconduct face any
retaliation from the Company, and the Company's management will use all
resources at its disposal to prevent any such retaliation from being committed
by any other Member of Matrixx. Nevertheless, any person who wishes to remain
anonymous in reporting misconduct may do so by sending an anonymous note marked
"Personal and Confidential" containing appropriate details of the alleged
misconduct, together with relevant documents (if any), to any or all of the
Company's Chairman of the Board, Chief Executive Officer and/or Chief Financial
Officer, care of the Company's main office address.

CODE AND POLICY VIOLATIONS

         A failure by any director, officer, employee or advisor of Matrixx to
comply with this Code, any applicable law or regulation governing the Company
and the conduct of its business, or any other Company policy or rule may result
in disciplinary action up to and including

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termination of employment or engagement and, if warranted the institution of
civil or criminal proceedings. Nothing in this Code constitutes a contract of
employment with any individual.

CONCLUSION

         It ultimately falls to each director, officer and employee of Matrixx
to be a guardian of the Company's ethics and, thereby, its reputation. It is as
important to abide by the spirit of the Company's high ethical standards as it
is to comply with the particular standards and guidelines described in this
Code. In this regard, Members of the Matrixx family, while conducting themselves
in accordance with the provisions hereof, are expected to take a universal
approach to conducting themselves in all aspects of their work for Matrixx, with
a view to satisfying the highest levels of personal and professional integrity,
honesty, judgment and ethics. If at any time a Member of the Company is unsure
about the ethical nature of a proposed course of conduct, he or she should ask
himself or herself the following questions:

         -        Will my actions be ethical in every respect and fully comply
                  with applicable laws and with Company policies?

         -        Will my actions be improper or have the appearance of
                  impropriety?

         -        Will my actions be questioned by my supervisors, associates,
                  clients, advisors, family and/or the general public?

         -        Am I trying to misrepresent to anyone the propriety of my
                  actions?

         If a Member of the Company is uncomfortable with his or her response to
any of the above questions, he or she should not take the contemplated course of
action without first discussing it further with his or her superiors within the
Company or, if appropriate, with outside legal counsel. Any member of the
Matrixx family who ignores or violates any of the Company's ethical standards or
who penalizes a subordinate or co-worker for trying to follow these ethical
standards will be subject to corrective action, including immediate dismissal.
Matrixx hopes that all of its directors, officers, employees and outside
advisors share its belief that a dedicated commitment to ethical behavior is the
right thing to do, makes good business sense and provides a firm footing for
Matrixx to be a leader in business and a good corporate citizen.

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