**Exhibit 14**

 

**Code of Ethics for Senior Financial Officers**

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**PROCYTE CORPORATION**

**CODE OF ETHICS**

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**PrinciplesGoverning Professional and Ethical Conduct**

 

It is the policy of ProCyte Corporation(“ProCyte”) that ProCyte’s Chief Executive Officer, Chief Financial Officer,Vice President of Marketing (a corporate officer) and Controller (the principalaccounting officer) adhere to and advocate the following principles governingtheir professional and ethical conduct in the fulfillment of theirresponsibilities:

 

•      Engage in honest and ethical conduct,including the ethical handling of actual or apparent conflicts of interestbetween personal and professional relationships.

 

•      Avoid conflicts of interest, includingdisclosure to the Board of Directors of any material transaction orrelationship that reasonably could be expected to give rise to such a conflict.

 

•      Ensure that reports and other documentsfiled with the SEC and other public communications made by ProCyte containinformation that is full, fair, accurate, timely and understandable.

 

•      Comply with all laws, rules andregulations applicable to ProCyte.

 

•     Proactively promote ethical behavior amongsubordinates and peers.

 

The persons holding the above offices arerequired to acknowledge and agree to the foregoing and deliver a copy of suchacknowledgement to the Chairman of the Audit Committee of the Board ofDirectors (the “Chairman”).  TheChairman will maintain this acknowledgement with ProCyte’s corporate records.

 

**Reportingand Treatment of Violations**

 

Persons who become aware of suspectedviolations of this Code should report such suspected violations promptly to theChairman, who will forward such report to ProCyte’s full Audit Committee of theBoard of Directors (the “Audit Committee”). To assist in the response to or investigation of thealleged violation, the report should contain as much specific information aspossible to allow for proper assessment of the nature, extent and urgency ofthe alleged violation.  Without limitingthe foregoing, the report should, to the extent possible, contain the followinginformation:

 

•      the alleged event, matter or issue that is the subject of the allegedviolation;

 

•      the name of each person involved;

 

•      if the alleged violation involves a specific event orevents, the approximate date and location of each event; and

 

•     any additional information, documentation orother evidence available relating to the alleged violation.

 

The Audit Committee shall have the power tomonitor, investigate, make determinations and recommend action to the Board ofDirectors with respect to violations of this Code.  In determining whether a violation of this Code of Ethics hasoccurred, the Audit Committee may take into account to what extent the violationswere intentional, the qualitative and quantitative materiality of suchviolation, and such other facts and circumstances as the Audit Committee shalldeem advisable in the context of the alleged violation.

 

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**Consequencesof Violations**

 

If a violation is substantiated, the Boardmay impose such sanctions or take such actions as it deems appropriate,including, but not limited to, the following:

 

•      Disciplinary action (up to and includingsuspension or termination);

 

•      Pursuit of any and all remedies availableto ProCyte for any damages or harm resulting from a violation, includinginjunctive relief; and

 

•      Referral of matters to appropriate legalor regulatory authorities for investigation and prosecution.

 

**Requestsfor Waivers and Changes in Code**

 

A waiver of a provision of this Code shall berequested whenever there is reasonable likelihood that a contemplated actionwill violate the Code.  The AuditCommittee will not grant waivers except under extraordinary or specialcircumstances.  Any waivers that aregranted shall be publicly disclosed on a timely basis.  In addition, any changes to this Code shallbe publicly disclosed on a timely basis.

 

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