**EXHIBIT        14**

**PROFESSIONALS        DIRECT, INC.**

**ACCOUNTING        AND FINANCE**

**CODE        OF ETHICS**

**Introduction**

**Company**

**Application**

**Code**
**Accounting        and Finance Group**

**Purposes        of Code**

|   | • | honest                  and ethical conduct;                                                                                                                                                                                                                                                                                                          |
|--------|---------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |    |                                                                                                                                                                                                                                                                                                                                                  |
|   | • | the                  ethical handling of actual or apparent conflicts of interest between                  personal and professional relationships;                                                                                                                                                                                                   |
|   |    |                                                                                                                                                                                                                                                                                                                                                  |
|   | • | avoidance                  of conflicts of interest, including disclosure to an appropriate                  person or                  persons identified in the Code of any material transaction or relationship                  that reasonably could be expected to give rise to such a                  conflict;                               |
|   |    |                                                                                                                                                                                                                                                                                                                                                  |
|   | • | full,                  fair, accurate, timely, and understandable disclosure in reports                  and                  documents that the Company files with, or submits to, the Securities                  and                  Exchange Commission (the "**SEC**")                  and in other public communications made by the Company; |
|   |    |                                                                                                                                                                                                                                                                                                                                                  |
|   | • | compliance                  with applicable governmental laws, rules and                  regulations;                                                                                                                                                                                                                                                |
|   |    |                                                                                                                                                                                                                                                                                                                                                  |
|   | • | the                  prompt internal reporting to an appropriate person or persons of                  violations of the Code; and                                                                                                                                                                                                                    |
|   |    |                                                                                                                                                                                                                                                                                                                                                  |
|   | • | accountability                  for adherence to the Code.                                                                                                                                                                                                                                                                                            |

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**General        Requirements**

**Rules        of Conduct **

|   | • | act                  with honesty and integrity, avoiding actual or apparent conflicts                  of                  interest between what is in the best interest of the Company and                  what                  could result in personal gain                                                                                                                                                                                                                                             |
|--------|---------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | • | not                  receive improper personal benefits as a result of his or her position                  with                  the Company;                                                                                                                                                                                                                                                                                                                                                                |
|   |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | • | comply                  with applicable laws, rules and regulations of federal, state,                  and local                  governments and private and public regulatory agencies having jurisdiction                  over the Company;                                                                                                                                                                                                                                                              |
|   |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | • | act                  in good faith, responsibly, with due care, competence and diligence,                  and                  without misrepresenting material facts or allowing independent                  judgment to                  be compromised;                                                                                                                                                                                                                                                  |
|   |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | • | perform                  responsibilities with a view to providing constituents with accurate,                  complete, objective, relevant, timely and understandable information                  for                  use in reports and other documents that the Company files with                  or submits                  to the SEC or in other public communications made by the                  Company;                                                                                     |
|   |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | • | maintain                  records that in reasonable detail accurately and fairly reflect                  the                  transactions and dispositions of the assets of the                  Company                                                                                                                                                                                                                                                                                                   |
|   |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | • | take                  reasonable measures to assure that the transactions are recorded                  as                  necessary to permit preparation of financial statements in accordance                  with                  generally accepted accounting principals, and that receipts and                  expenditures of the Company are being made only in accordance with                  the                  authorizations of management and directors of the                  Company |

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|   |    |                                                                                                                                                                                                                                                                                                                                                                     |
|--------|---------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | • | respect                  the confidentiality of information acquired in the course of work,                  except                  when authorized or otherwise legally obligated to disclose confidential                  information, and not use confidential information acquired in the                  course                  of work for personal advantage; |
|   |    |                                                                                                                                                                                                                                                                                                                                                                     |
|   | • | share                  knowledge and maintain skills important and relevant to constituents'                  needs;                                                                                                                                                                                                                                                     |
|   |    |                                                                                                                                                                                                                                                                                                                                                                     |
|   | • | proactively                  promote ethical behavior as a responsible partner among peers in                  the work                  environment;                                                                                                                                                                                                                    |
|   |    |                                                                                                                                                                                                                                                                                                                                                                     |
|   | • | responsibly                  use and control assets and resources employed by or entrusted to                  them;                                                                                                                                                                                                                                                     |
|   |    |                                                                                                                                                                                                                                                                                                                                                                     |
|   | • | demonstrate                  their personal support for the principles set forth in this Code,                  whether                  through periodic communications with Company employees or                  otherwise;                                                                                                                                           |
|   |    |                                                                                                                                                                                                                                                                                                                                                                     |
|   | • | take                  steps to educate appropriate Company employees about any laws,                  rules or                  regulations that affect the Company's financial or accounting                  operations.                                                                                                                                               |

**Reporting        Violations**

**Consequences        of Violations**

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**Amendments        and Waivers**