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                                                                      EXHIBIT 14

                        VASO ACTIVE PHARMACEUTICALS, INC.

                             CODE OF ETHICS FOR THE
                         PRINCIPAL EXECUTIVE OFFICER AND
                            SENIOR FINANCIAL OFFICERS


Vaso Active Pharmaceuticals, Inc. (the "Company") expects the highest ethical
conduct from its principal executive officer and senior financial officers. The
Code of Ethics' purpose is to establish standards and policies to ensure those
expectations are met.

COVERED PERSONNEL

For purposes of this Code of Ethics (the "Code"), the Company's Chief Executive
Officer is its principal executive officer, and the Company's Chief Financial
Officer is its senior financial officer. See EXHIBIT A for a list of personnel
currently covered by the Code. If the Company appoints a Treasurer, a
Controller, or other officer who is principally responsible for the Company's
accounting those employees will automatically be senior financial officers. In
addition, the Audit Committee of the Company's Board of Directors (the "Audit
Committee") may, from time to time, change the officers designated as senior
financial officers. In the event that the Board does so, EXHIBIT A to this Code
will be amended to reflect the change.

Compliance is mandatory if you are among those personnel subject to the Code.
Because you are expected to foster a culture of integrity and honesty at all
times, you should work to ensure that everyone under your supervision also
complies with this Code.

HONEST AND ETHICAL CONDUCT

You must conduct yourself honestly and ethically. You will promote honest and
ethical conduct through out the Company. As part of this, you should carefully
monitor potential conflicts of interest. Consequently, you must disclose to the
Audit Committee any investment, interest or association that may interfere, or
that may appear to interfere, with your independent judgment of the Company's
best interests. The Audit Committee will review the situation and decide the
best course of action for the Company or, if required by Delaware law, submit
the matter to a vote of all the Board's independent directors. See REVIEW OF
CONFLICTS below. However if you have concerns about the conduct of your fellow
employees, follow the steps outlined in the Section on "REPORTING VIOLATIONS."

ACCURATE PERIODIC REPORTS

Full, fair, accurate and timely disclosure in the Company's periodic reports
(e.g., Forms 10-K and 10-Q), current reports (e.g., Form 8-K), and other reports
(e.g., proxy statements) is legally required and is essential to the success of
its business. You must exercise the highest standard of care in preparing such
reports in accordance with the following guidelines:

     -    All Company accounting records, as well as reports produced from those
          records, must be in accordance with all applicable laws.

     -    All records must fairly and accurately reflect the transactions or
          occurrences to which they relate.

     -    All records must fairly and accurately reflect, in reasonable detail,
          the Company's assets, liabilities, revenues and expenses.


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     -    The Company's accounting records must not contain any false or
          intentionally misleading entries.

     -    No transactions should be intentionally misclassified as to accounts,
          departments or accounting periods.

     -    All transactions must be supported by accurate documentation in
          reasonable detail and recorded in the proper account and in the proper
          accounting period.

     -    No information should be concealed from internal auditors or the
          independent auditors.

     -    Compliance with the Company's system of internal accounting controls
          is required.

COMPLIANCE

You are expected to comply with both the letter and spirit of all applicable
governmental laws, rules and regulations, including the federal securities laws
and rules and regulations promulgated by the Securities and Exchange Commission.
If you fail to comply with this Code, or with any applicable laws, rules or
regulations, you will be subject to disciplinary measures, up to and including
immediate dismissal.

REPORTING VIOLATIONS

Your conduct can reinforce an ethical atmosphere and positively influence the
conduct of fellow employees. If you are powerless to stop suspected misconduct
or discover it after it has occurred, you must report it to the Company's Audit
Committee. You may do this in writing (anonymously, if you wish) at the
following address: Vaso Active Pharmaceuticals, Inc., 99 Rosewood Drive, Suite
260, Danvers, Massachusetts, 01923, Attention: Audit Committee. Alternatively,
you may directly contact any Audit Committee member listed on EXHIBIT A. You
have the commitment of the Company and the Audit Committee that you will not be
retaliated against for following these ethical standards.

REVIEW OF CONFLICTS

If you think you are faced with a conflict of interest, you may ask the Audit
Committee to review the situation. The Board has delegated to the Audit
Committee the authority to review all matters under the Code and grant or deny
waivers in its sole discretion. Formal waivers may be requested to address
conflicts created by relationships and commitments in existence prior to the
adoption of the Code or inadvertently acquired assets or responsibilities (e.g.
through inheritance or marriage).

The Audit Committee may condition any waiver on compliance with terms and
conditions, including delivery of information or limits on future action.

In accordance with the rules of the Securities and Exchange Commission, any
change to, or waiver of, this Code must be promptly, publicly disclosed.

REVIEW OF RELATED PARTY TRANSACTIONS

All transactions between the Company and its officers, directors, principal
shareholders or affiliates must be disclosed to the Audit Committee. This policy
is consistent with the provisions of this Code relating to honest and ethical
conduct, the expectation of ethical conduct from our officers, and the Board's
own policy on approving related party transactions.


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The Audit Committee will review all related party transactions brought to its
attention. After a review of the transaction or transactions, the Audit
Committee will report to the independent directors who do not have an interest
in the transaction. Their report will recommend either approval or rejection.
The Audit Committee's recommendation is not binding on the independent
directors.

ENFORCEMENT

Any person who ignores or violates the Code, and any manager who penalizes a
subordinate for trying to follow this Code or the ethical standards it embodies,
is subject to corrective action, including immediate dismissal.

CONCLUSION

In the final analysis you are the guardian of the Company's ethics. While there
are no universal rules, when in doubt you should ask yourself:

     -    Will my actions be ethical in every respect and fully comply with the
          law and with Company policies?

     -    Will my actions have the appearance of impropriety?

     -    Will my actions be questioned by my supervisors, associates, clients,
          family and the general public?

If you are uncomfortable with your answer to any of the above, you should not
take the contemplated actions without first discussing them with the Audit
Committee.

The Company expects you to share its belief that a dedicated commitment to
ethical behavior is the right thing to do, is good business, and is the surest
way for the Company to achieve its business objectives.


Vaso Active Pharmaceuticals, Inc.

November 13, 2003


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                        VASO ACTIVE PHARMACEUTICALS, INC.

                               CODE OF ETHICS FOR
                         PRINCIPAL EXECUTIVE OFFICER AND
                            SENIOR FINANCIAL OFFICERS


                                    EXHIBIT A


PRINCIPAL EXECUTIVE OFFICER:

Chief Executive Officer: James J. Masiz


SENIOR FINANCIAL OFFICERS:

Chief Financial Officer: Joseph Frattaroli


AUDIT COMMITTEE MEMBERS:

Bruce A. Shear
PHC, Inc., President and Chief Executive Officer
200 Lake Street, Suite 102
Peabody, Massachusetts 01960
Telephone: 978-536-2777

Brian Strasnick, Ph.D.
Willow Laboratories
280 Union Street
Lynn, Massachusetts 01901
Telephone: 781-593-3480