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                                                                      EXHIBIT 14

                          PHOENIX FOOTWEAR GROUP, INC.

                          POLICIES ON ETHICAL BEHAVIOR

                                (CODE OF ETHICS)

A.    STATEMENT OF PURPOSE

      The purpose of these policies is to ensure that all employees adhere to
      proper legal and ethical standards in their business relationships, to
      reaffirm the strong company commitment to the highest standards of legal
      and ethical conduct in its business practices and to consolidate the
      various policies concerning this commitment into a single document.

      In particular, these policies are intended to deter wrongdoing and to
      promote, especially with regard to the Company's chief executive officer,
      chief financial officer and chief accounting officer (or controller)

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

      -     full, fair, accurate, timely and understandable disclosure in
            reports and documents that the company files with, or submits to,
            the Securities and Exchange Commission and in other public
            communications made by the company;

      -     compliance with applicable governmental laws, rules and regulations;

      -     prompt internal reporting of ethical policy violations to an
            appropriate person (or persons) identified in those policies;

      -     accountability for adherence to these policies.

B.    POLICY ON ETHICAL STANDARDS

      It has been the longstanding policy of the company to maintain the highest
      ethical standards in the conduct of company affairs and in its
      relationship with customers, suppliers, employees, advisors and the
      communities in which our operations are located.

C.    POLICY ON RESPONSIBLE BEHAVIOR

      As an integral member of the company team, you are expected to accept
      certain responsibilities, adhere to acceptable business principles in
      matters of personal conduct, and exhibit a high degree of personal
      integrity at all times. This not only involves sincere respect for the
      rights and feelings of others, but also demands that in both your business
      and personal life, you refrain from any behavior that might be harmful to
      you, your co-workers, or the company, or that might be viewed unfavorably
      by current or potential customers, or by the public at large. Whether you
      are on duty or off, your conduct
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      reflects on the company. You are, consequently, encouraged to observe the
      highest standards of professionalism at all times.

D.    POLICY ON USE OF GOOD JUDGMENT

      It would be virtually impossible to cite examples of every type of
      activity, which might give, rise to a question of unethical conduct.
      Therefore, it is important that each of us rely on our own good judgment
      in the performance of our duties and responsibilities. When those
      situations occur where the proper course of action is unclear, request
      advice and counsel from your department head. The reputation and good name
      of the company depends entirely upon the honesty and integrity of each one
      of us.

E.    POLICY ON ETHICAL STANDARDS

      All employees must conform to ethical and legal standards to abide by the
      law and to preserve the company's integrity and reputation. Failure to
      adhere to this policy may result in disciplinary action, up to and
      including discharge from employment.

F.    POLICY ON GIFTS OF ALL KINDS

      The purpose of the policy relating to entertainment, gifts, favors and
      gratuities is to avoid any implication that unfair or preferential
      treatment will be granted or received by the company's employees in their
      course of dealing on behalf of the company. A basic consideration should
      be that public disclosure would not be embarrassing to the company or the
      recipient. The following guidelines are provided for the applications of
      this policy.

      -     Gifts of cash, or cash equivalents, are never permissible regardless
            of amount.

      -     An especially strict standard is imposed on gifts, services, or
            considerations of any kind from suppliers. Only those considerations
            which are deemed common business courtesies and are of an
            insignificant or nominal value to the recipient will be permitted.

      -     Gifts, favors, and entertainment may be given to others at company
            expense only if they are consistent with accepted business practices
            and are of such limited value that they cannot be considered as a
            bribe or payoff.

G.    POLICY ON FAVORS

      Employees may not give or receive any gifts or favors to or from any
      customer, supplier, and competitor (other than a gift of nominal value)
      without the prior consent of a manager. In no event shall an employee give
      or receive a gift in the form of cash, stocks, bonds, options, or similar
      types of items.
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      It is impermissible and may be unlawful to give, offer, or promise
      anything of value for the purpose of influencing someone in connection
      with company business or a company transaction. Similarly, it is
      impermissible and may be unlawful to solicit, demand, or accept anything
      of value with the intent of being influenced or rewarded concerning any
      company business or transaction. Therefore, no employee may give or
      receive any gift if it could reasonably be viewed as being done to gain a
      business advantage.

      Employees are not prevented from incurring normal business-related
      expenses for entertainment or from accepting personal mementos of minimal
      value. It is acceptable to occasionally allow a supplier or customer to
      pay for a business meal.

H.    POLICY ON BRIBES

      The company will pay only those agents with whom it has a formal written
      agreement and from whom it has an invoice detailing the amount to be paid.
      Employees must ensure that vouchers properly identify commissions.

      An employee may make payment to an agent for only the amount that
      constitutes the proper remuneration for the service rendered by the agent.
      An employee may not make a commission or any other payment if that
      employee knows or has reason to know the payment will be used as a bribe.

I.    POLICY CLARIFYING MEANING OF "INSIDE" INFORMATION

      U.S. Securities regulations, which regulate transactions in corporate
      securities (stocks and bonds), impose severe sanctions against the use of
      "inside" information in the purchase and sale of securities by officers
      and employees of a company for their own benefit and profit. "Inside"
      information includes any important material fact, which might be a factor
      in a decision to buy or sell a particular security. The "insider" includes
      not only the employee, but family members, friends, brokers, or anyone to
      whom the information is communicated by the employee. The securities
      include not only those of the company, but also the securities of any
      company of which you have acquired important, non-public knowledge because
      of your employment. Specifically, you should not trade in the securities
      of any company which, to your knowledge, is under consideration as an
      acquisition by the company.

      Regulations which are designed to protect the investing public are
      strictly enforced, and both civil and criminal action can be taken against
      both the individual and company involved. If you have any doubts as to
      whether a contemplated securities transaction might be deemed a violation
      of the "insider" trading rule, you should contact the Chief Financial
      Officer.
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J.    POLICY PROHIBITING CERTAIN INVESTMENTS

      Employees are prohibited from investing in any of the company's customers,
      suppliers or competitors unless the securities are publicly traded and the
      investments are on the same terms available to the public and not based on
      any "inside information." This prohibition applies to all forms of
      investments and to all employees, directors, officers, and agents of the
      company and their immediate families.

      In general, employees should not have any financial interest in a
      customer, supplier, or competitor that could cause divided loyalty, or
      even the appearance of divided loyalty.

K.    POLICY ON CONFLICTS OF INTEREST

      If an employee is hired for a position that gives the employee the
      authority to spend company funds or set company policy, it is an implicit
      condition of his or her employment that the employee use the authority in
      the company's interest.

L.    POLICY LISTING TYPES OF CONFLICTS OF INTEREST

      The term "conflict of interest" describes any circumstances that would
      cast doubt on an employee's ability to act with total objectivity
      concerning the company's interest. Each employee is expected to avoid any
      action or involvement, which would in any way compromise his or her
      actions on behalf of the company. Activities which could raise a question
      of conflict of interest include, but are not limited to, the following:

      -     To conduct business on behalf of the company with a member of the
            employee's family or a business organization in which the employee
            or a member of his or her family has a significant association,
            which could give rise to a conflict of interest, without first
            obtaining a written non-objection from an officer of the company.

      -     To serve in an advisory, consultative, technical, or managerial
            capacity for any nonaffiliated business organization, which does
            significant business with or is a competitor of the company, without
            first advising their department head of such plans.

M.    POLICY PROHIBITING CONFLICTS OF INTEREST

      Every employee is prohibited from partaking in any activity or association
      that creates or appears to create a conflict between the employee's
      personal interests and the company's business interests. In addition, an
      employee must not allow any situation or personal interests to interfere
      with the exercise of independent judgment or with that employee's ability
      to act in the best interests of the company.
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N.    POLICY ON DISCLOSING CONFIDENTIAL INFORMATION

      Employees have an ethical duty not to disclose confidential information
      gleaned from business transactions and to protect confidential
      relationships between the company and its customers, suppliers, and
      stockholders.

      Business information that has not been made public (e.g., insider
      information) shall not be released to private individuals, organizations,
      or government bodies unless demanded by legal process such as a subpoena
      or court order. Employees shall not use confidential information obtained
      in the course of their employment for the purpose of advancing any private
      interest or otherwise for personal gain.

      Employees should refer any requests for information (reference checks,
      credit reporting, etc.) about present or former employees of the company
      to the Human Resource Manager.

O.    POLICY ON CONFIDENTIALITY

      The company possesses and will continue to possess information that has
      been created, discovered, and developed by the company; has been disclosed
      to the company under the obligation or confidentiality; or has otherwise
      become known to the company or in which property rights have been assigned
      or conveyed to the company, which information is confidential to the
      company and which information has commercial value in the business of the
      company. All such information, except such information as is known or
      becomes known to the public without violation of the terms of this
      paragraph, is hereafter called "Confidential and Proprietary Information."

      By way of illustration, but not limitation, Confidential and Proprietary
      Information includes customer lists, subscription lists, details of author
      or consultant contracts, pricing policies, financial statements,
      projections, marketing plans or strategies, new product developments or
      plans, business acquisition plans, new personnel acquisition plans, trade
      secrets, operation methods, software and computer programs. During the
      employee's employment with the company and after termination (whether
      voluntary or involuntary) of the employee's employment with the company or
      any of its affiliates, the employee shall keep secret and retain in
      strictest confidence all such Confidential and Proprietary Information.
      Nothing contained in this paragraph shall be deemed to prevent the
      employee from utilizing his or her general knowledge, intellect,
      experience, and skills for gainful employment after termination of
      employment with the company.

P.    POLICY ON BOOKS, RECORDS AND DOCUMENTS

      Reporting accurate, complete and understandable information about the
      company's business, earnings and financial condition is an essential
      responsibility of all employees.
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      All memoranda, notes, lists, records and other documents (and all copies
      thereof) made or compiled by the employee or made available to the
      employee concerning the business of the company or any of its affiliates
      shall be the company's property and shall be delivered to the company
      promptly upon the termination of the employee's employment with the
      company or any of its affiliates or at any other time on request.

      You must retain all documents (including computer records) in your custody
      or control which relate to any imminent or ongoing investigation, lawsuit,
      audit or examination involving the company. The shredding or other
      alteration of documents or records in order to impede a government
      investigation, audit or examination may lead to prosecution for
      obstruction of justice.

Q.    POLICY ON OUTSIDE EMPLOYMENT

      No employee may serve as an employee, director, or officer of any supplier
      or customer without the prior written approval of the director of human
      resources. An employee may never serve as an employee, director, or
      officer of a competitor but may serve as an adviser or consultant to a
      supplier or customer if that employee conducts business as a
      representative of this company. Officers of the company may not engage in
      any outside employment other than work as a volunteer.

      Any employee who does perform outside work has a special responsibility to
      avoid any conflict with the company's business interests. Outside work
      cannot be performed on this company's time.

R.    POLICY ON DOING BUSINESS WITH FAMILY MEMBERS

      If an employee wishes to do business on behalf of the company with a
      member of that employee's immediate family or other relative or with a
      company of which a relative is an officer, director, or principal, the
      employee must first disclose the relationship and obtain the prior written
      approval of the manager in charge of human resources or the general
      counsel.

S.    POLICY ON EMPLOYMENT OF RELATIVES AND PERSONAL RELATIONSHIPS AMONG
      COWORKERS

      EMPLOYEE OF RELATIVES. The employment of relatives of employees is
      permitted by the company, as long as qualifications for the position are
      met and, in the opinion of the company, employing the relative will not
      create an actual or perceived conflict of interest. Employees will not be
      permitted to work in positions where relatives will influence, or be
      influenced by, decisions affecting work. assignments, responsibilities,
      salary, promotion or other career matters. Managers who seek to hire,
      transfer or
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      promote their own relatives must obtain prior written approval from their
      manager or the human resources department.

      RELATIVE DEFINED. Relatives include spouse, parent, parent-in-law, child,
      grandparent, grandchild, sister/brother, sister-brother-in-law,
      aunt/uncle, niece/nephew, and any individual with whom an employee has a
      personal relationship.

      PERSONAL RELATIONSHIPS. Because personal relationships may create an
      actual or perceived conflict of interest, supervisors may not hire,
      promote or directly supervise any person with whom they have a personal
      relationship, nor may they engage in any personal relationships with their
      subordinates.

      PERSONAL RELATIONSHIP DEFINED.  A personal relationship includes,
      but is not limited to the following activities: dating, sharing the
      same household or living together.

      NOTICE. An employee must notify the company if his or her relationship to
      another employee changes to fit the definition of "relative" above. If a
      personal relationship develops between a supervisor and subordinate, both
      employees are required to inform the director of human resources.

      COMPANY DISCRETION. The company reserves the right to use its discretion
      in hiring and placing relatives of its current employees in a manner
      calculated to eliminate potential conflicts of interest. To do this, the
      company will take action that is fair and equitable and that will remove
      any direct reporting or management relationship between employees who are
      defined as "relatives."

T.    POLICY ON POLITICAL ACTIVITIES

      The company has a policy of not contributing to political parties or
      candidates or lobbying on their behalf. Employees may enjoy membership in
      and contribute to political parties, trade associations, and similar
      organizations. However, any political activity is strictly on the
      employee's own time and at the employee's own expense.

U.    POLICY ON CORPORATE FUNDS AND ASSETS

      Employees are forbidden to use, directly or indirectly, corporate funds
      and assets for any unlawful purpose or to accomplish any unlawful goal.
      The company also prohibits the establishment or maintenance of undisclosed
      or unrecorded funds and assets.

      All reporting of information should be accurate and timely. Employees may
      not make any false or misleading entries in any books and records.
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V.    POLICY LISTING GENERAL ETHICAL REQUIREMENTS

      Employees should read the code of ethics with the following in mind.

      -     The company requires every employee to comply with these standards.

      -     This list is not comprehensive. The company encourages employees who
            have questions about these standards and their application to
            employee conduct to discuss them with their manager, the general
            counsel or with the director of human resources.

      -     An employee who knows or has reason to know of any activity that
            violates or could violate these standards must promptly report the
            matter to the director of human resources.

      -     Each employee will be given a copy of these standards and be asked
            to sign an Employee Acknowledgment Form.

W.    POLICY REGARDING WHISTLEBLOWERS

      The integrity of the company's internal accounting controls, procedures
      and practices is vital to the company's reputation among its stockholders,
      potential stockholders, customers, suppliers and employees. Employees who
      become aware of any questionable accounting or auditing matters should
      inform the company's chief financial officer or the Chairman of the Audit
      Committee of the Board of Directors (whose address is listed on the
      company's website). The report may be made anonymously; but if not, the
      identity of the reporting person will be kept confidential and no
      retaliation will be allowed.

X.    EMPLOYEE PRIVACY POLICY

      In recognition of employees' privacy rights, the company has adopted these
      basic policies:

      1.    The company will limit collection of employee information to
            that needed for business and legal purposes.

      2.    The company will protect the confidentiality of all personal
            information in employee records. It will refuse to release personal
            information to outside sources without an employee's written
            approval, unless legally required to do so.

      3.    The company will limit record access to staff members with an
            authorized, business-related `need to know' or to third parties that
            have obtained a court order or subpoena for specified employee
            records.

      Staff who handles personnel records must adhere to these basic policies or
      face disciplinary action.
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Y.    POLICY ON DISCLOSURE

      The company is committed to providing accurate information to the public
      in a timely, orderly and consistent manner through its Chief Executive
      Officer and Chief Financial Officer who shall comply with applicable laws
      and rules regarding the selective disclosure of material, non-public
      corporate information.

Adopted February 5, 2004