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                                                                    EXHIBIT 14.1

                               TEAM HEALTH, INC.

                                 CODE OF ETHICS

EXPLANATORY NOTE

     Section 406 of the US Sarbanes-Oxley Act of 2002 ("Sarbanes-Oxley"), and
the rules issued by the US Securities and Exchange Commission ("SEC")
thereunder, require an SEC reporting company to disclose whether or not it has
adopted a written code of ethics applicable to the company's senior financial
officers, including the company's principal executive officer. This Code of
Ethics (the "Code") has been adopted by Team Health, Inc. (the "Company") in
accordance with these provisions. Furthermore the Company is required to
disclose whether, during the financial year being reported, it has amended the
Code or granted a waiver from any provision of the Code. It is not the Company's
intention to grant or permit waivers from the requirements of this Code.

     The SEC encourages companies to apply the code of ethics to as broad a
spectrum of personnel and affiliates as practicable and accordingly the Code
affects a wider group of employees than specified by Sarbanes-Oxley.

     This explanatory note is not part of the Code.

1.  INTRODUCTION

     The Board of Directors of Team Health, Inc. has adopted this code of ethics
(the "Code"), which is applicable to all its Relevant Officers (as defined in
paragraph 2 below), to promote honest and ethical conduct, including the ethical
handling of actual or apparent conflicts of interest; promote the full, fair,
accurate, timely and understandable disclosure of the Company's financial
results in accordance with applicable disclosure standards, including, where
appropriate, standards of materiality; promote compliance with applicable
governmental laws, rules and regulations; deter wrongdoing; and require prompt
internal reporting of breaches of, and accountability for adherence to, the
Code.

     The Code may be amended only by resolution of the Board of Directors of
Team Health, Inc. In the Code, "Company" means, in appropriate context, either
Team Health, Inc. or any direct or indirect subsidiary of Team Health, Inc.

2.  RELEVANT OFFICERS

     The Code is applicable to the Company's:

     - Chief Executive Officer;

     - Chief Financial Officer;

     - All Directors and executive officers not named above; and

     - All such persons with respect to the subsidiaries of the Company.

     For the purposes of the Code, employees from time to time holding any of
the above positions shall be a "Relevant Officer."

3.  HONEST AND ETHICAL CONDUCT

     Each Relevant Officer owes a duty to the Company to act with integrity.
Integrity requires, among other things, being honest and candid. Deceit,
dishonesty and subordination of principle are inconsistent with integrity.
Service to the Company should never be subordinated to personal gain and
advantage.

     - Specifically, each Relevant Officer must:

     - Act with integrity, including being honest and candid while still
       maintaining the confidentiality of Company information where required or
       in the Company's interests.
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     - Observe, fully, applicable governmental laws, rules and regulations.

     - Comply with the requirements of applicable accounting and auditing
       standards and Company policies in the maintenance of a high standard of
       accuracy and completeness in the Company's financial records.

     - Adhere to a high standard of business ethics and not seek competitive
       advantage through unlawful or unethical business practices.

     - Avoid conflicts of interest wherever possible. Anything that would be a
       conflict for a Relevant Officer will also be a conflict if it is related
       to a member of his or her family or a close relative.

     Examples of conflict of interest situations, if material, include the
following:

     - any significant ownership interest in any supplier or advertiser;

     - any consulting or employment relationship with any customer, supplier or
       competitor;

     - any outside business activity that detracts from an individual's ability
       to devote appropriate time and attention to his or her responsibilities
       with the Company;

     - the receipt of any money, non-nominal gifts or excessive entertainment
       from any company with which the Company has current or prospective
       business dealings;

     - being in the position of supervising, reviewing or having any influence
       on the job evaluation, pay or benefit of any close relative; and

     - selling anything to the Company or buying anything from the Company,
       except on the same terms and conditions as comparable officers or
       directors are permitted to so purchase or sell.

4.  DISCLOSURE

     The Company strives to ensure that the contents of and the disclosures in
the reports and documents that the Company files with the Securities and
Exchange Commission (the "SEC") and other public communications shall be full,
fair, accurate, timely and understandable in accordance with applicable
disclosure standards, including standards of materiality, where appropriate.

     Each Relevant Officer must;

     - not knowingly misrepresent, or cause others to misrepresent, facts about
       the Company to others, whether within or outside the Company, including
       to the Company's independent auditors, governmental regulators,
       self-regulating organizations and other governmental officials, as
       appropriate;

     - in relation to his or her area of responsibility, properly review and
       critically analyze proposed disclosure for accuracy and completeness.

     - In addition, the Chief Executive, the Financial Director, the Group
       Financial Controller and the Group Director of Financial Reporting must
       familiarize himself or herself with the disclosure requirements
       applicable to the Company as well as the business and financial
       operations of the Company.

5.  COMPLIANCE

     It is the Company's policy to comply with all applicable governmental laws,
rules and regulations. It is the personal responsibility of each Relevant
Officer to, and each Relevant Officer must, adhere to the standards and
restrictions imposed by those laws, rules and regulations, including those
relating to accounting and auditing matters.

6.  REPORTING AND ACCOUNTABILITY

     The Audit Committee of the Board of the Company is responsible for applying
this Code to specific situations in which questions are presented to it and has
the authority to interpret this Code in any particular situation. Any Relevant
Officer who becomes aware of any existing or potential breach of this Code is
required to notify the Chief Executive Officer promptly. Failure to do so is
itself a breach of this Code.
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     Specifically, each Relevant Officer must:

     - Notify the Chief Executive Officer promptly of any existing or potential
       violation of this Code.

     - Not retaliate against any employee or Relevant Officer for reports of
       potential violations that are made in good faith.

     - The Audit Committee shall take all action it considers appropriate to
       investigate any breaches reported to it. If a breach has occurred, the
       Company will take such disciplinary or preventive action as the Board of
       Directors deems appropriate, after consultation with the Audit Committee.

     Specifically, the Company will follow the following procedures in
investigating and enforcing this Code and in reporting on the Code:

     - Breaches and potential breaches will be reported by the Chairman of the
       Audit Committee.

     - The Audit Committee will take all appropriate action to investigate any
       breaches reported to it.

     - If the Audit Committee determines that a breach has occurred, it will
       inform the Board of Directors.

     - Upon being notified that a breach has occurred, the Board will take or
       authorize such disciplinary or preventive action as it deems appropriate,
       after consultation with the Audit Committee, up to and including
       dismissal or, in the event of criminal or other serious violations of
       law, notification of the SEC or other appropriate law enforcement
       authorities.

     Any changes to or waivers of this Code will be disclosed in the Company's
annual report on Form 10-K

7.  WAIVERS

     Any waiver (defined below) or an implicit waiver (defined below) from a
provision of this Code is required to be disclosed in the Company's Annual
Report on Form 10-K or a Report on Form 8-K with the SEC. A waiver is defined by
SEC rules as a material departure from a provision of the Code and an implicit
waiver means failure to take action within a reasonable period of time regarding
a material departure from a provision of the Code that has been made known to an
executive officer of the Company. Relevant Officers should note that it is not
the Company's intention to grant or to permit waivers from the requirements of
this Code. Relevant Officers should note that the Company expects full
compliance with this Code.

8.  ENQUIRIES

     All enquiries in relation to this Code or its applicability to particular
people or situations should be addressed to the Chief Financial Officer.