EXHIBIT 14

                                EVOLVE ONE, INC.
                       CODE OF BUSINESS CONDUCT AND ETHICS
                        ADOPTED BY THE BOARD OF DIRECTORS
                              ON NOVEMBER 18, 2002

         The upholding of a strong sense of ethics and integrity is of the
highest importance to Evolve One, Inc (the "Company") and critical to its
success in the business environment. The Company's Code of Business Conduct and
Ethics embodies the Company's commitment to such ethical principles and sets
forth the responsibilities of the Company to its shareholders, employees,
customers, lenders and other stakeholders. The Company's Code of Business
Conduct and Ethics addresses general business ethical principles, conflicts of
interests, special ethical obligations for employees with financial reporting
responsibilities, insider trading laws, reporting of any unlawful or unethical
conduct, political contributions and other relevant issues.

GENERAL PRINCIPLES

         It is the Company's firm belief that effective business relationships
can only be built on mutual trust and fair dealing. The Company and all its
directors, officers and employees, to whom the Company's Code of Business
Conduct and Ethics is applicable, will conduct themselves in accordance with the
standards established herein.

         The Company's Code of Business Conduct and Ethics outlines the
fundamental principles of legal and ethical business conduct as adopted by the
Board of Directors of the Company. It is not intended to be a comprehensive list
addressing all legal or ethical issues which may confront the Company's
personnel. Hence, it is essential that all personnel subject to the Company's
Code of Business Conduct and Ethics employ good judgment in the application of
the principles contained herein.

CONFLICTS OF INTEREST

         Directors, officers and employees of the Company are expected to make
decisions and take actions based on the best interests of the Company, as a
whole, and not based on personal relationships or benefits. Generally, a
"conflict of interest" is an activity that is inconsistent with or opposed to
the best interest of the Company or one which gives the appearance of
impropriety. As conflicts of interest can compromise the ethical behavior of
Company personnel, they should be avoided.

         Employees should avoid any relationship which would create a conflict
of interest. Employees are expected to disclose such relationships and conflicts
to their immediate supervisors. Conflicts of interest involving those with whom
the Company does business should also be disclosed in writing to such third
parties. Any waivers of conflicts of interest must be approved by the Board of
Directors or an appropriate committee.

         Members of the Board of Directors are to disclose any conflicts of
interest and potential conflicts of interest to the entire Board of Directors as
well as the committees on which they serve. Directors are to excuse themselves
from participation in any decision of the Board of Directors or a committee
thereof in any matter in which there is a conflict of interest or potential
conflict of interest.

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         Set forth below is specific guidance in respect to certain conflicts of
interest situations. As it is not possible to list all conflicts of interest
situations, it is the responsibility of the individual, ultimately, to avoid and
properly address any situation involving a conflict of interest or potential
conflict of interest. Company personnel who wish to obtain clarification of the
Company's conflicts of interest principles or further guidance with respect to
the proper handling of any specific situation should consult his or her
immediate supervisor, the Company's President or Chief Financial Officer or the
Company's outside legal counsel.

         Proper Payments: All individuals should pay for and receive only that
which is proper. Company personnel should not make improper payments for the
purposes of influencing another's acts or decisions and should not receive any
improper payments or gifts from others for the purposes influencing the
decisions or actions of Company's personnel. No individual should give gifts
beyond those extended in the context of normal business circumstances. Company
personnel must observe all government restrictions on gifts and entertainment.

         Supervisory Relationships: Supervisory relationships with family
members present special workplace issues. Accordingly, Company personnel must
avoid a direct reporting relationship with a family member or any individual
with whom a significant relationship exists. If such a relationship exists or
occurs, the individuals involved must report the relationship in writing to the
Board of Directors.

FINANCIAL REPORTING RESPONSIBILITIES

         As a public company, it is of critical importance that the Company's
filings with the Securities and Exchange Commission and other relevant
regulatory authorities be accurate and timely. Hence, all Company personnel are
obligated to provide information to ensure that the Company's publicly filed
documents be complete and accurate. All Company personnel must take this
responsibility seriously and provide prompt and accurate answers and responses
to inquiries related to the Company's public disclosure requirements.

         The President and Principal Financial and Accounting Officer of the
Company have the ultimate responsibilities of ensuring the integrity of the
filings and disclosure made by the Company as required by the rules and
regulations of the Securities and Exchange Commission and other relevant
regulatory authorities. In the performance of their duties relating to the
Company's public disclosure obligations, the President, Principal Financial and
Accounting Officer and all Company personnel must:

      -  Act with honesty and integrity;

      -  Provide information that is accurate, complete, objective, fair and
         timely;

      -  Comply with rules and regulations of federal, state, provincial and
         local governments and other relevant public and private regulatory
         authorities;

      -  Act in good faith with due care, competence and due diligence;

      -  Respect the confidentiality of information acquired in the course of
         the performance of one's duties;

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      -  Promote ethical and proper behavior in the work environment; and

      -  Report to the Chairman of the Audit Committee any conduct that the
         individual believes to be a violation of law of the Company's Code of
         Business Conduct and Ethics.

INSIDER TRADING

Insider Trading Policy

         The Company's Board of Directors has adopted a comprehensive Insider
Trading Compliance Policy that applies to all "Insiders" (as defined therein).
Any breach of the Insider Trading Compliance Policy by an Insider to whom the
Company's Code of Business Conduct and Ethics is applicable shall be treated as
a breach of the fundamental principles of legal and ethical business conduct as
outlined herein.

Regulation FD

         Regulation FD (Fair Disclosure) implemented by the Securities and
Exchange Commission provides that when the Company, or person acting on its
behalf, discloses material nonpublic information to certain enumerated persons
(in general, securities market professionals and holders of the Company's
securities who may well trade on the basis of the information), it must make
public disclosure of that information. The timing of the required public
disclosure depends on whether the selective disclosure was intentional or
unintentional; for an intentional selective disclosure, the Company must make
public disclosures simultaneously; for a non-intentional disclosure, the Company
must make public disclosure promptly. Under the regulation, the required public
disclosure may be made by filing or furnishing a Form 8-K, or by another method
or combination of methods that is reasonably designed to effect broad,
non-exclusionary distribution of the information to the public.

         It is the policy of the Company that all communications with the press
be handled through the Company's President, Subsidiary President, Director or
Chief Financial Officer.

         Confidentiality of Nonpublic Information: Nonpublic information
relating to the Company is the property of the Company and the unauthorized
disclosure of such information is strictly forbidden.

         Applicability of Insider Trading Regulations to Securities of Other
Companies: The Company's Insider Trading Policy shall also apply to material
nonpublic information relating to other companies, including the Company's
customers, vendors or suppliers ("business partners"), when that information is
obtained in the course of employment with, or other services performed on behalf
of the Company. All employees should treat material nonpublic information about
the Company's business partners with the same care as is required with respect
to information relating directly to the Company.

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DUTY TO REPORT INAPPROPRIATE AND IRREGULAR CONDUCT

         All employees, and particularly managers and/or supervisors, have a
responsibility for maintaining financial integrity within the Company,
consistent with generally accepted accounting principles, and federal,
provincial and state securities laws. Any employee who becomes aware of any
incidents involving financial or accounting manipulation or other
irregularities, whether by witnessing the incident or being told of it, must
report it to his or her immediate supervisor or to the Company's President or
Chief Financial Officer; provided, however, that the incident must be reported
to any member of the Company's Board of Directors if it involves an alleged
breach of the Company's Code of Business Conduct and Ethics by the President or
Chief Financial Officer. Any failure to report such inappropriate or irregular
conduct of others shall be treated as a severe disciplinary matter. It is
against Company policy to retaliate against any individual who reports in good
faith the violation or potential violation of the Company's Code of Business
Conduct and Ethics of another.

POLITICAL CONTRIBUTIONS

         No assets of the Company, including the time of Company personnel, the
use of Company premises or equipment and direct or indirect monetary payments,
may be contributed to any political candidate, political action committees,
political party or ballot measure without the approval of the Company's Board of
Directors.

COMPLIANCE PROGRAM

         In order to implement the principles of the Company's Code of Business
Conduct and Ethics and to establish a compliance program, the Company has
adopted the following policies:

         Access to Information: The Board of Directors encourages the
presentation at meetings by managers who can provide additional insight into
matters being discussed. The Company's executive management will afford each
member of the Board of Directors full access to the Company's records,
information, employees, outside auditors and outside counsel.

         Audit Committee. The Audit Committee of the Board of Directors is
responsible for the engagement of our independent public accountants, approves
services rendered by our accountants, reviews the activities and recommendations
of our internal audit department, and reviews and evaluates our accounting
systems, financial controls and financial personnel.

         Insider Trading Compliance: The Board of Directors have adopted an
Insider Trading Compliance Policy for the purposes of educating and ensuring the
all subject persons are fully aware of the rules and regulations of the
Securities and Exchange Commission with respect to insider trading. All Company
personnel shall have full access to the President or Chief Financial Officer and
the Company's outside counsel with respect to any insider trading questions or
issues.

         Financial Reporting; Legal Compliance and Ethics: The Board of
Directors' governance and oversight functions do not relieve the Company's
executive management of its primary responsibility of preparing financial
statements which accurately and fairly present the Company's financial results

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and condition, the responsibility of each executive officer to fully comply with
applicable legal and regulatory requirements or the responsibility of each
executive officer to uphold the ethical principles adopted by the Company.

         Corporate Communications: Management has the primary responsibility to
communicate with investors, the press, employees and other stakeholders on a
timely basis and to establish policies for such communication.

         Access to President and Principal Financial and Accounting Officer: All
Company personnel shall be accorded full access to the Company's President and
Principal Financial and Accounting Officer with respect to any matter which may
arise relating to the Company's Code of Business Conduct and Ethics; provided,
however, that all Company personnel shall be accorded full access to the
Company's Board of Directors if any such matter involves an alleged breach of
the Company's Code of Business

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