EXHIBIT 10.15


                         NATIONAL HOME HEALTH CARE CORP.
                       CODE OF BUSINESS CONDUCT AND ETHICS

                             As of October 23, 2003

INTRODUCTION
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         Since its founding, National Home Health Care Corp. (the "Company") has
maintained a strong  reputation for honesty,  integrity and ethical conduct.  To
protect this reputation and to promote  compliance with applicable  laws,  rules
and regulations, this Code of Business Conduct and Ethics (this "Code") has been
adopted by the Company's Board of Directors.

         This Code sets out the basic  standards  of ethics and conduct to which
our  principal  executive  officer,   principal  financial  officer,   principal
accounting  officer or controller,  each other executive  officer and each other
officer or employee  performing  functions similar to those that are customarily
performed by the foregoing  persons are and shall be held.  These  standards are
designed to deter wrongdoing and to promote honest and ethical conduct, but will
not cover all  situations.  If you have any  concerns as to the  propriety  of a
particular  action or potential  violation of the Code,  you should submit it in
writing to our  President,  Mr.  Steven  Fialkow,  who will review the action or
potential  violation and take  appropriate  action in accordance with this Code,
our other corporate  policies and applicable law. In the alternative,  if in any
case your  concern  relates to the  conduct of the  aforenamed  individual,  you
should  submit it in  writing  to the  Chairman  of the Audit  Committee  of the
Company's Board of Directors, whose name and contact information is shown at the
end of this Code.  As noted in paragraph 11 below,  the  Company's  policy is to
maintain the  confidentiality  of reports  pursuant to this Code and to strictly
forbid actual or threatened  retaliation,  harassment or  discrimination  due to
reports of misconduct made in good faith.

         Those who violate the standards set out in this Code will be subject to
disciplinary  action,  including,  without limitation,  possible  termination of
employment or other relationship with the Company.

1.       SCOPE

The persons subject to this Code are: the principal executive officer, principal
financial  officer,  principal  accounting  officer  or  controller,  each other
executive  officer and each other  officers or  employees  performing  functions
similar to those that are customarily performed by the foregoing persons.

<PAGE>

2.       HONEST AND ETHICAL CONDUCT

         We require honest and ethical  conduct from all persons subject to this
Code. You have a responsibility to the Company (and its directors,  officers and
employees),  in the course of your duties and  responsibilities,  to act in good
faith and with due care, competence and diligence,  and to conduct yourself in a
manner  that meets the  highest  ethical  and legal  standards.  Our  reputation
depends greatly upon your ethical and legal conduct.

3.       COMPLIANCE WITH LAWS, RULES AND REGULATIONS

         You are required to comply with all  applicable  laws and  governmental
rules and  regulations.  Obeying the law,  both in letter and in spirit,  is the
foundation  on which our  Company's  ethical  standards  are built.  If you have
questions  regarding  either the  applicability  of, or the conduct  required to
comply with,  any law, rule or regulation you are encouraged to seek advice from
the Chairman of the Audit Committee.

4.       CONFLICTS OF INTEREST

         You must  handle any actual or apparent  conflict  of interest  between
your  personal  and  business  relationships  in an honest and  ethical  manner.
Conflicts of interest  are  prohibited  by the Company as a matter of policy.  A
"conflict of interest"  exists when a person's  private  interest  interferes or
conflicts with the interests of the Company.  This  encompasses  both direct and
indirect conflicts,  potential conflicts and situations which could be construed
as having an appearance of impropriety. For example, a conflict situation arises
if you take  actions  or have  interests  that  interfere  with your  ability to
perform your duties and  responsibilities  to the Company fairly and in the best
interests of the Company. Conflicts of interest may arise if you, or a member of
your family,  receives an improper personal benefit as a result of your position
with the Company.  Loans to, or  guarantees of the  obligations  of, you or your
family  members by the Company or by persons doing business with the Company are
of special concern to us and must be disclosed,  in writing,  to the Chairman of
the Audit Committee.

         If you become aware of any transaction or relationship  that reasonably
could be  expected  to give rise to a  conflict  of  interest,  or if you have a
question regarding a situation that may give rise to a conflict of interest, you
should report it to or consult with the Chairman of the Audit Committee.

         Certain  kinds of  transactions  or  relationships  may raise issues of
conflict  of  interest,  but are not  necessarily  improper  or  adverse  to the
Company's  best  interests.  The  following  standards  apply to certain  common
situations where potential conflicts of interest may arise:

         A.       GIFTS AND ENTERTAINMENT
<PAGE>

         Personal gifts and entertainment offered by persons doing business with
the Company may be accepted  when offered in the  ordinary and normal  course of
the business relationship.  However, the frequency and cost of any such gifts or
entertainment may not be so excessive that your ability to exercise  independent
judgment on behalf of the Company is or may appear to be compromised or may have
the potential to influence how you engage in or conduct business  relations with
a particular customer,  vendor or competitor.  The Foreign Corrupt Practices Act
("FCPA"),  for example,  makes it unlawful  for the Company or its  employees to
make a payment or give a gift to a foreign government official, political party,
candidate  or public  international  organization  for  purposes of obtaining or
retaining business.  A violation occurs when a payment is made or promised to be
made to a  foreign  official  while  knowing  that the  payment  will be used to
unlawfully  obtain or maintain business or direct business to anyone else. Other
laws  that may have an  impact  on the  Company's  policy  regarding  gifts  and
entertainment include, but are not limited to, the International Traffic in Arms
Regulations  ("ITAR"),  the Arms  Export  Control Act  ("AECA")  and the Federal
Anti-Kickback Act.

         If you are not certain whether a gift or  entertainment  offered to you
would  be an  improper  personal  benefit,  you  should  not  accept  it  before
disclosing  it  to  the  Company's   President  and  before  you  have  received
verification  from such person that the offered gift or entertainment  would not
be improper, based upon the standards set forth in this Code.

         B.       FINANCIAL INTERESTS IN OTHER ORGANIZATIONS

         The  determination  of  whether  any  outside   investment,   financial
arrangement or other interest in another organization is improper depends on the
facts and  circumstances  of each case. Your ownership of an interest in another
organization  may be  inappropriate  if the other  organization  has a  material
business  relationship  with, or is a direct competitor of, our Company and your
financial  interest is of such a size that your ability to exercise  independent
judgment  on behalf of the  Company  is or may  appear to be  compromised.  As a
general rule, a passive  investment  would not likely be considered  improper if
it: (1) is in publicly  traded shares;  and (2)  represents  less than 1% of the
outstanding  equity of the  organization  in  question.  If you are not  certain
whether  any   investment,   financial   arrangement   or  interest  in  another
organization would be inappropriate,  the details of your investment,  financial
arrangement or interest must be fully disclosed to the Company's President,  who
will make a determination whether it is inappropriate,  based upon the standards
set forth in this Code and/or any other applicable rule or regulation.

         C.       OUTSIDE BUSINESS ACTIVITIES

         The  determination  of whether  any  outside  position  you may hold is
improper  will  depend  on the  facts  and  circumstances  of  each  case.  Your
involvement in trade associations,  professional  societies,  and charitable and
similar organizations will not normally be viewed

<PAGE>

as improper.  However,  if those  activities are likely to take substantial time
from or otherwise conflict with your duties and responsibilities to the Company,
you should  obtain  prior  approval  from the  officer to whom you report or the
Board of Directors. Other outside associations or activities in which you may be
involved are likely to be viewed as improper only if they would  interfere  with
your ability to devote proper time and attention to your responsibilities to the
Company or if your  involvement  is with another  company with which the Company
does  business  or  competes.  If you are also a director  of the  Company,  any
affiliation  with a company  with which the  Company  does  business or competes
would be  improper  unless  fully  disclosed  to and  approved  by the  Board of
Directors of the Company.

         D.       INDIRECT VIOLATIONS

         You should not indirectly,  through a spouse, family member, affiliate,
friend,  partner or associate,  have any interest or engage in any activity that
would  violate  this Code if you  directly  had the  interest  or engaged in the
activity.  Any such  relationship  should be fully  disclosed  to the  Company's
President,   who  will  make  a  determination   whether  the   relationship  is
inappropriate,  based upon the standards  set forth in this Code and  applicable
laws, rules and regulations.

5.       CORPORATE OPPORTUNITIES

         You are prohibited from taking for yourself, personally,  opportunities
that are  discovered  through  the use of  corporate  property,  information  or
position.  You may not use  corporate  property,  information  or  position  for
personal gain, or to compete with the Company, directly or indirectly. You owe a
duty to the Company to advance its legitimate interests whenever the opportunity
to do so arises.

A diversion of a corporate  opportunity or competition  with the Company that is
improper  may not  always be  obvious,  so if you have a  question,  you  should
consult  with  the  Company's  President.   Certain  kinds  of  transactions  or
relationships may raise issues,  but are not necessarily  improper or adverse to
our best  interests.  If you are not certain  whether an opportunity or activity
would be  improper,  you  should  not  pursue  it  before  disclosing  it to the
Company's  President,  who will make a determination  whether the opportunity or
activity is  inappropriate,  based upon the standards set forth in this Code and
applicable laws, rules and regulations.

6.       FAIR DEALING

         You  should  endeavor  to deal  fairly  with  our  vendors,  customers,
competitors  and employees and with other persons with whom we do business.  You
should not take unfair  advantage of anyone through  manipulation,  concealment,
abuse of  privileged  information,  misrepresentation  of material  facts or any
other practice of unfair dealing.

<PAGE>

7.       PUBLIC DISCLOSURES

         It  is  our  policy  to  provide  full,  fair,  accurate,  timely,  and
understandable  disclosure  in all reports and  documents  that we file with, or
submit to, the  Securities  and  Exchange  Commission,  and in all other  public
communications made by the Company. You should strictly adhere to this policy in
connection  with your  activities  relating to, or in connection  with,  our SEC
filings and other public communications.

8.       CONFIDENTIALITY

         You should maintain the confidentiality of all confidential information
(whether or not relating to the  Company)  entrusted to you by the Company or by
persons with whom we do business, except when disclosure is expressly authorized
or legally mandated.  Confidential information includes, without limitation, all
non-public information that, if disclosed, might be of use to our competitors or
harmful to our Company or persons with whom we do business.

9.       INSIDER TRADING

         If you have access to material,  non-public  information concerning our
Company,  you are not  permitted  to use or share  that  information  for  stock
trading  purposes,  or for any other purpose except the conduct of our Company's
business.  All  non-public  information  about our Company  should be considered
confidential  information.  Insider  trading,  which  is the  use  of  material,
non-public  information  for personal  financial  benefit or to "tip" others who
might make an investment decision on the basis of this information,  is not only
unethical but also illegal.  The prohibition on insider trading applies not only
to our Company's  securities,  but also to securities of other  companies if you
learn of material non-public  information about these companies in the course of
your duties to the Company.  Violations  of this  prohibition  against  "insider
trading"  may  subject  you to  criminal  or civil  liability,  in  addition  to
disciplinary action by our Company.

10.      WAIVERS OF THE CODE OF BUSINESS CONDUCT AND ETHICS

         If you are uncertain  whether a particular  activity or relationship is
improper under this Code or requires a waiver of this Code, you should  disclose
it to the Company's President who will make a determination  whether a waiver of
this Code is required  and, if required,  whether a waiver will be granted.  You
may be required to agree to conditions before a waiver or a continuing waiver is
granted. However, any waiver of this Code for our chief executive officer, chief
financial officer, principal accounting officer,  controller or any director may
be made only by the Company's Board of Directors.  In addition,  any waiver,  or
implicit waiver, of this Code for our chief executive  officer,  chief financial
officer,  principal  accounting  officer,  controller  or any  director  must be
promptly disclosed by the Company to the extent required by applicable law, rule
or regulation.
<PAGE>

11.      REPORTING ANY ILLEGAL OR UNETHICAL BEHAVIOR

         Our Company desires to promote ethical behavior.  You are encouraged to
talk to supervisors, managers or other appropriate personnel when in doubt about
the best course of action in a particular  situation.  Additionally,  you should
promptly  report  violations  of laws,  rules,  regulations  or this Code to the
Company's President. Any report or allegation of a violation of applicable laws,
rules,  regulations  or this  Code will be kept  confidential.  All  reports  of
violations  of this Code,  will be  promptly  investigated  and,  if found to be
accurate,  acted upon in a timely manner. If any report of wrongdoing relates to
accounting or financial reporting matters, or relates to persons involved in the
development or implementation of our system of internal controls,  a copy of the
report should be promptly provided to the Chairman of the Audit Committee, which
will  oversee  the  investigation  and  resolution  of the  matter.  The Company
strictly forbids actual or threatened retaliation,  harassment or discrimination
due to reports of  misconduct  made in good faith.  Each of us in the Company is
expected to cooperate with any internal investigations of misconduct.

12.      COMPLIANCE STANDARDS AND PROCEDURES

         This Code is intended as a statement of basic  principles and standards
and does not include specific rules that apply to every situation.  Its contents
must be viewed within the framework of the Company's other policies,  practices,
instructions  and the  requirements of applicable  laws,  rules and regulations.
Moreover,  the absence of a specific  corporate policy,  practice or instruction
covering a particular  situation does not relieve you of the  responsibility for
exercising the highest ethical standards applicable to the circumstances.

         Since this Code does not anticipate every situation that will arise, it
is important that each of you approach a new question or problem in a deliberate
fashion as follows:

         (a)      Determine the facts.

         (b)      Determine what is the specific conduct or action in question.

         (c)      Clarify your responsibilities and role.

         (d)      Seek guidance before taking any action that you believe may or
                  could be unethical or dishonest.

         You will be governed by the following compliance standards:

                  o You are personally  responsible for your own conduct and for
complying with all provisions of this Code and for properly  reporting  known or
suspected violations of this Code;
<PAGE>

                  o You must use your  best  efforts  to ensure  that  employees
under your supervision or who report to you understand and comply with this Code
(even though it may not be directly applicable to them);

                  o No one has the authority or right to order,  request or even
influence you to violate this Code or any applicable law, rule or regulation;  a
request or order from  another  person will not be an excuse if you violate this
Code;

                  o Any attempt by you to induce  another  director,  officer or
employee of the Company to violate this Code,  whether  successful  or not, is a
violation of this Code and may be a violation of law;

                  o  Any  retaliation  or  threat  of  retaliation  against  any
director,  officer or employee of the Company for refusing to violate this Code,
or for  reporting in good faith the  violation  or  suspected  violation of this
Code, is a violation of this Code and may be a violation of law; and

                  o Every reported  violation of this Code that is credible will
be investigated.

         Violation of any of the  standards  contained  in this Code,  or in any
other policy, practice or instruction of our Company, can result in disciplinary
action,  including,  without limitation,  dismissal and civil or criminal action
against  the  violator.  This Code  should not be  construed  as a  contract  of
employment  and does  not  change  any  person's  status  as  employee,  whether
"at-will" or otherwise.

         This Code is for the  benefit of the  Company,  and no other  person is
entitled to enforce  this Code.  This Code does not, and should not be construed
to, create any private cause of action or remedy for any other person.

<PAGE>


         The names, addresses,  telephone numbers,  facsimile numbers and e-mail
addresses of the  President  and Chairman of our Audit  Committee  are set forth
below:


                 PRESIDENT                           CHAIRMAN, AUDIT COMMITTEE
                 ---------                           -------------------------

               Mr. Steven Fialkow                    Mr. Harold  Shulman
               National Home Health Care Corp.


               Phone:   914-722-9000                 Phone:   212-682-6660
               Fax:     914-722-9239                 Fax:     212-370-6972
               e-mail:  ad2424@aol.com               e-mail:  hshulman@scfco.com




<PAGE>



                                 ACKNOWLEDGMENT

                  This is to  acknowledge  that you have  received a copy of the
National Home Health Care Corp. Code of Business Conduct and Ethics (the "Code")
and understand that it sets forth the ethical  standards of conduct with respect
to your duties,  responsibilities  and  obligations of your  employment with the
Company.  You  understand and agree that it is your  responsibility  to read the
Code in its entirety and to abide by the rules, policies and standards set forth
within it. You further acknowledge that it is solely your responsibility to seek
clarification of any portion of the Code which is unclear or confusing to you.

                  Finally,   you  understand  that  your  continued   employment
requires you to adhere to the policies and rules set forth in the Code, and that
failure to abide by such policies could result in disciplinary action including,
without limitation, termination of your employment with the Company.



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