**Exhibit 14 **

**CODE OF ETHICS FOR SENIOR EXECUTIVEOFFICER AND SENIOR FINANCIAL OFFICERS** 

    In addition to the Code of Business Conductand Ethics of PTS, Inc. (the "Company") that apply to all employees anddirectors of the Company, the CEO and all financial officers, including theprincipal financial officer and the principal accounting officer, are bound bythe provisions set out below. Collectively the Officers of the Company to whomthis Code of Ethics applies are called "the Officers".    1. The Officers are responsible for full, fair, accurate,timely and understandable disclosure in all periodic reports and financialdisclosures required to be filed by the Company with the SEC or disclosed toshareholders and/or the public.    2. Therefore, the Officers shall immediately bring to theattention of the Audit Committee, [or Disclosure Compliance Officer], anymaterial information of which the employee becomes aware that affects thedisclosures made by the Company in its public filings and assist the AuditCommittee [or Disclosure Compliance Officer] in fulfilling its responsibilitiesfor full, fair, accurate, timely and understandable disclosure in all periodicreports required to be filed with the SEC.    3. Each of the Officers shall immediately bring to theattention of the Audit Committee [or Disclosure Compliance Officer] anyinformation he may have concerning:

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(a) defects, deficiencies, or discrepancies related to the  design or operation of internal controls which may affect the Company's  ability to accurately record, process, summarize, report and disclose its  financial data or  (b) any fraud, whether or not material, that involves management or other  employees who have influential roles in the Company's financial reporting,  disclosures or internal controls.

    4. The Officers shall promptly notify ourGeneral Counsel, or the CEO as well as the Audit Committee of any information heor she may have concerning any violation of our Code of Ethics, including anyactual or apparent conflicts of interest between personal and professionalrelationships, involving any management or other employees who have asignificant role in our financial reporting, disclosures or internal controls.    5. The Officers shall immediately bring to the attention ofthe General Counsel or the CEO and the Audit Committee any information he or shemay have concerning evidence of a material violation of the securities or otherlaws, rules or regulation applicable to the Company and the operation of itsbusiness, by the Company or any agent of the Company.    6. The Board of Directors shall determine, or designateappropriate persons to determine, the appropriate actions to be taken in theevent of a reported violation of the Code of Ethics. The actions taken shall bedesigned to deter wrongdoing and to promote accountability for adherence to theCode of Ethics. Such action may include a written notice to the individualinvolved that the Board has determined that there has been a violation, censureby the Board, demotion or re-assignment of the individual involved, suspensionwithout pay or benefits (as determined by the Board) and termination ofemployment.    In determining what action should be taken, the Board, or itsdesignee, shall take into account all relevant information, including

-  the nature and severity of the violation,whether the violations was a single occurrence or repeated  occurrences,whether the violation appears to have been intentional or  inadvertent,
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-  whether the individual in question had been advised prior to  the violation as to the proper course of action andwhether or not the individual in question has committed other  violations in the past. 
 

 

 

 

 

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