**EXHIBIT
      14**


**APPLIED
      NEUROSOLUTIONS, INC.**


**CODE
      OF ETHICS AND BUSINESS CONDUCT**


**EFFECTIVE
      AS OF JUNE 1, 2005**




This
      Code
      of Ethics and Business Conduct (“Code”) applies to all employees, officers and
      directors of Applied NeuroSolutions, Inc. and its subsidiaries (“APNS” or the
“Company”). This Code sets forth general principles. Certain of the principles
      set forth herein are further addressed in specific policies and procedures
      set
      forth in APNS’ Policy Statement on Insider Trading relating to insider trading
      in securities of Applied NeuroSolutions, Inc. and confidentiality of information
      (the “Insider Trading Policy”) previously adopted by APNS. This Code is not
      intended to limit or modify the Insider Trading Policy.




**1.**  **Compliance
      with laws, rules and regulations**





The
      Company expects you to comply with the letter and spirit of all applicable
      laws,
      rules and regulations. Illegal conduct can never be in the Company’s best
      interests. No employee, officer or director will enter into any transaction
      on
      the Company’s behalf that he or she knows or should know would violate any law
      or regulation, nor should any person assist any third party in violating any
      law
      or regulation, whether or not such assistance in itself is a violation. The
      laws
      and regulations with which each department and location of APNS must comply
      will
      vary. Each employee, officer and director is responsible for knowing the
      specific laws and regulations that affect him or her. If you have any questions
      about your obligations under any applicable law, you should seek advice from
      your supervisor, or the Chief Executive Officer or Chief Financial Officer,
      or
      APNS’ outside counsel, Eilenberg & Krause LLP (Adam Eilenberg, Email: ade@ezlaw.com ;
      telephone: 212-986-9700, ext. 23; or William Dauber, Email: wdauber@ezlaw.com ;
      telephone: or 212-986-9700, ext. 55).





The
      following is a non-exclusive list of laws to which all employees, officers
      and
      directors of APNS must adhere:





**Accurate
      Books and Records**





All
      funds, other assets and transactions of the Company must be properly documented,
      fully accounted for and promptly and accurately recorded in the Company’s books
      and records in conformity with accounting principles generally accepted in
      the
      United States of America (GAAP), and in the case of any subsidiary of the
      Company located outside the United States, in conformity with accounting
      principles generally accepted in the country in which such subsidiary operates.
      The Company will adhere to the intent of the accounting and disclosure
      requirements established by the U.S. Securities and Exchange Commission (the
      “SEC”). No employees, officers or directors may engage in the making of false or
      fictitious entries in Company books or records (including employee timesheets)
      with respect to Company transactions or the disposition of Company
      assets.




**Insider
      Trading and Securities Law Compliance**







Each
      employee, officer or director shall fully comply with the Company’s Insider
      Trading Policy, and shall not, directly or indirectly, (i) disclose material
      non-public Company information to a third party or purchase, and/or (ii) sell
      (or advise someone else to purchase or sell) the Company’s stock except in
      accordance with the Insider Trading Policy. The Company has given each employee,
      officer and director a copy of the Insider Trading Policy. If you have lost
      your
      copy, you may obtain a new one from the Chief Financial Officer of the
      Company.




**Political
      Contributions**





Employees
      shall not use Company funds for contributions of any kind to any political
      party
      or committee in the United States or any foreign country, or to any candidate
      for or holder of any office of any government, national, state or local.





**Workplace
      Health and Safety Laws**





The
      Company will conduct its operations in compliance with all applicable
      environmental and health and safety laws and regulations, in keeping with good
      corporate citizenship and with a positive commitment to the protection of the
      natural and workplace environments. Workplace health and safety laws will vary
      among departments and locations. You are responsible for knowing the specific
      laws and regulations that affect your job and location.




**2.**  **Conflicts
      of Interest**





A
      “conflict of interest” occurs when an individual’s personal interest interferes
      or appears to interfere with the interests of APNS. The Company expects you
      to
      exercise care to ensure that conflicts of interest are avoided. This Code
      establishes only the framework within which APNS wishes the business to operate.
      The purpose of the guidelines set forth in this Code is to provide general
      direction so that employees, officers and directors can seek further
      clarification on issues related to the subject of acceptable standards of
      operation. Please contact the Chief Executive Officer, the Chief Financial
      Officer or the outside counsel identified in Section 1 of this Code about
      conflicts of interest.





**Private
      Investments, Co-investments and Outside Business Activities by Employees and
      Officers**





Private
      investments, co-investments and outside business activities may create conflicts
      of interest and other complications for employees and officers.
      Therefore,





(a)  Without
      the prior written consent of the Board, employees and officers may
      not:





|(i) | make
              a co-investment with APNS;
|--- | ---------------------------------------------

|(ii) | be
              engaged in any other business;
|---- | -----------------------------------------------

|(iii) | be
              employed or compensated by any other person;
              or
|----- | ------------------------------------------------------------------------------

|(iv) | serve
              as an officer, partner or employee of another organization.
|---- | -------------------------------------------------------------------------------




(b)  Prior
      to
      making such an investment or engaging in such outside business activity, an
      employee or officer or director must submit to his or her supervisor and to
      the
      Chief Executive Officer or the Chief Financial Officer a memorandum describing
      in detail all aspects of the proposed investment or proposed outside business
      activity. If the Chief Executive Officer or Chief Financial Officer approves
      the
      proposed investment or outside business activity, the Chief Executive Officer
      or
      Chief Financial Officer will notify the employee or officer in writing. Such
      approval may be given subject to restrictions or qualifications and is revocable
      at any time.





(c)  If
      an
      employee or officer has received approval to engage in outside activities,
      such
      person may not imply that he or she is acting on behalf of, or as a
      representative of, APNS, and the person may not use APNS’ offices, telephones,
      computer equipment or stationery for any purpose not directly related to APNS’
business.





(d)  Employees
      and officers should note that use of APNS’ telephones, computer equipment or
      stationery for charitable or civic purposes or outside activity is only
      permitted with the express prior approval of the Chief Executive Officer or
      Chief Financial Officer. Employees or officers may not offer APNS’ services in
      lieu of cash donations to charitable or civic organizations.





(e)  Employees
      and officers have an ongoing responsibility to report any change in status
      with
      respect to a previously approved investment or outside activity.





(f)  Employees
      and officers should consult the Chief Executive Officer or Chief Financial
      Officer if they are in doubt as to whether an investment or outside business
      activity of any type is covered by this Code.





(g)  Although
      these restrictions outlined above do not specifically cover APNS’ outside,
      non-employee directors, such persons must also assure that no conflicts of
      interest arise in their relationship with APNS. However, a non-employee director
      may be affiliated with a company with which APNS has a business relationship
      (such as a supplier, an investor, or a licensee or customer), provided that
      the
      nature of such affiliation and business relationship is disclosed to the Board
      of Directors of APNS (the “Board”) and the Board approves such affiliation and
      business relationship (with the interested director not participating in the
      vote).





**Gifts
      and Gratuities**





Employees,
      officers and directors must not take, accept or receive directly or indirectly,
      from any person compensation of any nature as a bonus, commission, fee gratuity
      or other consideration for business sought or procured by such persons or APNS.
      In addition, such persons must not directly or indirectly give anything of
      value, including gratuities, in excess of $100 per individual per year to any
      person or entity. Employees, officers or directors must obtain the prior written
      approval of the Chief Executive Officer or Chief Financial Officer before giving
      anything of value in any amount. APNS may maintain a separate record of all
      such
      payments.





**3.**  **Loans**





Executive
      officers and directors may not obtain loans from the Company. Any loan to other
      employees must be approved by an executive officer or by the Board.





**4.**  **Corporate
      Opportunities**







You
      owe a
      duty to the Company to advance the Company’s legitimate business interests when
      the opportunity to do so arises. You may not (i) take for yourself (or direct
      to
      a third party) any opportunity that is discovered through the use of Company
      property, information or position and relates to any line of business in which
      the Company engages (unless the Company has already been offered the opportunity
      and turns it down), (ii) use Company information or position for personal gain
      or (iii) compete with the Company.





**5.**  **Protection
      and Proper Use of Company Property**





You
      must
      make reasonable efforts to safeguard Company property within your control from
      loss, theft or unauthorized use. You may only use Company property for
      legitimate business purposes of the Company, subject to the
      following:





(a)  The
      Company may authorize an employee, officer or director to use specific Company
      property as a “perquisite” element of his or her compensation. Any such
      authorization for an executive officer or director must be given by the Board
      or
      the Compensation Committee and disclosed as compensation to the extent required
      by SEC rules. Any such authorization for any other employee must be given by
      an
      executive officer.





(b)  The
      foregoing policy does not preclude occasional personal use of the Company’s
      electronic communications systems, provided that such use: (i) does not
      interfere with the performance of your job or other duties to the Company,
      (ii)
      does not diminish productivity and (iii) does not violate any specific policies
      of the Company regarding use of its electronic communication
      systems.





**6.**  **Confidentiality**





You
      must
      maintain the confidentiality of any confidential information that you learn
      concerning APNS and any other company with whom the Company has a business
      relationship in accordance with the provisions of the Insider Trading Policy,
      and with the terms of any confidentiality agreement and/or employment agreement
      you have entered into with the Company.





**7.**  **SEC
      Reporting and Public Communications** .





APNS
      strives to have full, fair, accurate, timely and understandable disclosure
      in
      all reports that APNS files or submits to the SEC and in APNS’ other public
      communications. In furtherance of this objective, APNS expects that all persons
      involved in the preparation or review of APNS’ SEC reports will (i) be familiar
      with the “disclosure controls and procedures” that APNS has adopted as required
      by the Securities Exchange Act of 1934, (ii) follow such procedures, and (iii)
      bring to the attention of the Chief Financial Officer or the Company’s outside
      counsel identified in Section 1 of this Code any material deviations from such
      procedures. If you become aware of any credible information that would place
      in
      doubt the accuracy in any material respect any of the Company’s SEC reports or
      other public disclosures, you should bring such information to the attention
      of
      the Company’s Chief Financial Officer or the Company’s outside counsel
      identified in Section 1 of this Code. You may also bring the matter to the
      attention of the Audit Committee in the manner described in Section 10 of this
      Code.





**8.**  **Books
      and Records**





The
      Company’s books and records must be prepared accurately and maintained properly
      in accordance with the Company’s records management policies and all applicable
      laws and regulations. No false entries may be made in the Company’s records for
      any reason. In no circumstances is it ever appropriate for an APNS employee,
      officer or director to sign another person’s name on any document whatsoever.
      You must not accommodate any requests by any person to falsify signatures on
      documents or other APNS records in any circumstances.







Generally,
      the Company expects that you will:




|· | not
              conceal any financial or bookkeeping
              irregularity;
|- | ----------------------------------------------------------------------------------



|· | cooperate
              completely and forthrightly with the Company’s internal and independent
              auditors; and
|- | ---------------------------------------------------------------------------------------------------------------------------



|· | follow
              the Company’s system of internal accounting
              controls.
|- | ----------------------------------------------------------------------------------------




You
      may
      never destroy, alter, or conceal, with an improper purpose, any record or
      otherwise impede any governmental proceeding of which you are
      aware.





**9.**  **Fair
      Dealing**





You
      should endeavor to deal fairly with the Company’s customers, competitors,
      employees, suppliers and others with whom the Company has a business
      relationship. You should not take unfair advantage of anyone through
      manipulation, concealment, abuse of privileged information, misrepresentation
      of
      material facts or any other unfair-dealing practice.





**10.**  **Reporting
      of Violations; Consequence of Violations**





The
      Company expects that you will promptly report any circumstances that you believe
      in good faith may constitute a violation of this Code or any other Company
      policy. The Company will not allow retaliation for reports made hereunder in
      good faith.





You
      should report to the following persons:





(a)  if
      you
      are a non-employee director, you should report to the Board or the Audit
      Committee;





(b)  if
      you
      are an officer, you should report to the Chief Executive Officer or the Chief
      Financial Officer, the Board or the Audit Committee or APNS’ outside counsel
      identified in Section 1; and





(c)  if
      you
      are a non-officer employee, you should report to your supervisor, the Chief
      Executive Officer or the Chief Financial Officer or APNS’ outside counsel
      identified in Section 1 of this Code.





Notwithstanding
      the foregoing, if you have any complaints or issues regarding accounting,
      internal accounting controls or auditing matters or the accuracy of the
      Company’s SEC reports or other public communications you may report directly to
      the Audit Committee. If you are not comfortable identifying yourself, you may
      communicate with the Audit Committee anonymously.





The
      members of the Audit Committee, as of June 1, 2005, are Richard B. Stone and
      Preston Tsao. Communications to the Audit Committee may be sent to either (1)
      Mr. Stone at 122 E. 42 nd St,
      Suite 2606, New York, NY 10168, fax 212 682 2559, email rstone@bluegrassfund.com
      or Mr. Tsao at 1285 Avenue of the Americas, 35 th Floor,
      New York, NY 10019, fax 212 554 4058, email preston434@aol.com





The
      Company will investigate any reports of alleged violations of this Code. If
      the
      alleged violation involves a director, an executive officer, or the Company’s
      principal accounting officer, or if it involves accounting, internal accounting
      controls or auditing matters or the accuracy of the Company’s SEC reports or
      other public communications, then the investigation will be supervised by the
      Audit Committee. In all other cases, the Company’s outside counsel identified in
      Section 1 of this Code or such other person(s) as the Chief Executive Officer
      considers appropriate will supervise the investigation.





Violations
      of this Code may result in, among other actions, suspension of work duties,
      diminution of responsibilities or demotion, termination of employment and
      removal as a director.





**11.**  **Waivers**





From
      time
      to time, the Company may waive some provisions of this Code. Waivers must be
      authorized as follows:





a.  for
      executive officers, the Company’s principal accounting officer and directors,
      the waiver must be approved by the Board or the Audit Committee (with any
      interested director not participating in the vote); and





b.  for
      other
      employees, the waiver may be approved by any executive officer. If the Company
      waives any provision of this Code for any executive officer or director, the
      Company will disclose such waiver to the extent required by the rules of the
      SEC.