Exhibit  14

                          LIFE PARTNERS HOLDINGS, INC.
                               CODE OF ETHICS FOR
                        DIRECTORS AND EXECUTIVE OFFICERS


                          I. INTRODUCTION AND PURPOSE

This  Code of Ethics for the Directors and Executive Officers (the "Code") helps
maintain the Company's standards of business conduct and ensures compliance with
legal  requirements,  specifically Section 406 of the Sarbanes-Oxley Act of 2002
and  SEC  rules  promulgated  thereunder.

The purpose of the Code is to deter wrongdoing and promote ethical conduct.  The
matters  covered  in  this Code are of the utmost importance to the Company, our
shareholders,  and  our  business  partners, and are essential to our ability to
conduct  our  business  in  accordance  with  our  stated  values.

Nothing  in  this  Code,  in  any  company  policies and procedures, or in other
related  communications  (verbal  or  written)  creates or implies an employment
contract  or  term  of  employment.

                                II. APPLICATION

The  Code  is  applicable to the following persons, referred to as the Directors
and  Officers:

     -    Our  directors;

     -    Our  principal  executive  officer,

     -    Our  principal  financial  officer,

     -    Our  principal  accounting  officer  or  controller,

     -    Our  other officers who are identified as "executive officers" for SEC
          reporting  purposes;  and

     -    Persons  performing  similar functions and responsibilities, who shall
          be identified by the Audit Committee from time to time for the purpose
          of ensuring that this Code is applicable to all appropriate personnel.

                              III.  CODE OF ETHICS

It  is  the  policy  of  the  Company  that  each  Director  and  Officer:

     -    Act  honestly  and  ethically.

     -    Avoid  and  ethically address actual or apparent conflicts of interest
          between  personal and professional relationships, including disclosure
          of  any  transaction or relationship that reasonably could be expected
          to  give  rise  to  a  conflict  of  interest  to  the Company's Audit
          Committee.


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     -    Provide full, fair, accurate, timely, and understandable disclosure in
          the  Company's  public communications, including reports and documents
          that  the  Company  files  with,  or  submits  to,  the  SEC.

     -    Comply  with  applicable  governmental  laws,  rules, and regulations.

     -    Report  promptly  any conduct that the Director or Officer believes to
          be  a  violation  of  the Code to the Company's Audit Committee. It is
          against  the  Company's  policy  to  retaliate  in  any  way against a
          Director  or  Officer  for  good faith reporting of violations of this
          Code.

                               IV. ACCOUNTABILITY

Actual  violations  of  this  Code,  including  failures  to  report  potential
violations  by  others,  can  lead  to  disciplinary  action  at  the  Company's
discretion,  up  to  and  including  termination.

                            V. WAIVER AND AMENDMENT

We  are  committed  to  continuously  reviewing  and  updating  our policies and
procedures.  Therefore,  this Code is subject to modification.  Any amendment or
waiver  of  any  provision  of  this  Code  must  be  approved in writing by the
Company's  Board of Directors and promptly disclosed pursuant to applicable laws
and  regulations.