**EXHIBIT
      14**





**CODE
      OF ETHICS**


**for**


**Executive
      Officers**


**Of**


**CORECARE
      SYSTEMS, INC.**





**Overview**




This
      Code
      of Ethics and Business Conduct (the "Code") embodies the commitment of CoreCare
      Systems, Inc. (the “Company”) to conduct our business in accordance with all
      applicable laws, rules and regulations and the highest ethical standards. All
      Executive Officers (as defined below) are expected to adhere to the principles
      and procedures set forth in this Code that apply to them. For purposes of this
      Code, the term “Executive Officer” is defined to include, without limitation,
      the Company’s Chairman, President, Chief Executive Officer, Chief Financial
      Officer, Controller or other principal accounting officer and any Vice-President
      of the Company who the board has determined is an “Officer” for purposes of the
      rules under Section 16 of the Exchange Act of 1934. This Code of Ethics has
      been
      adopted by the Board of Directors of the Company in compliance with the rules
      adopted by the U.S. Securities and Exchange Commission (the “Commission”) for
      the purpose of implementing Section 406 of the Sarbanes-Oxley Act of 2002.




**B.
      Basic Standard of Ethics**




Executive
      Officers shall observe the highest standards of ethical conduct. In the
      performance of their duties, they shall protect and foster shareholder value
      through fair dealings, complete honesty and full disclosure in all manners
      of
      business. Executive Officers shall maintain the highest standards of integrity,
      both in the workplace and outside the workplace, fully observing all laws and
      applicable regulations. Each
      Executive Officer is obligated to:




1.
            Engage
                in honest and ethical conduct, including by avoiding any actual or
                apparent conflicts of interest between personal affairs and relationships
                on the one hand and professional responsibilities to the Company
                on the
                other hand.




2.
            Promote
                full, fair, accurate, timely and understandable disclosure in reports
                and
                documents that the Company files with, or submits to, the Commission
                and
                in any other public communications made by the Company.




3.
            Comply
                with applicable governmental laws, rules and regulations.




4.
            Promptly
                report any possible violation of this Code to the Audit Committee
                of the
                Board of Directors of the Company, or if there is no Audit Committee,
                to
                the Board of Directors.




Each
      Executive Officer will be accountable to the Audit Committee (or to the Board
      of
      Directors if the Company has no Audit Committee) for any failure by him or
      her
      to observe any term of this Code . Failure to observe the terms of this Code
      of
      Ethics may result in disciplinary action. Violations of this Code also may
      constitute violation of law.




No
      waiver
      or amendment of this Code of Ethics shall be permitted unless approved by the
      Audit Committee of the Board of Directors, or an independent director, if there
      is no Audit Committee. Any such waiver or amendment shall be publicly disclosed
      to the extent required by the rules adopted by the Commission.




**C.
      Conflicts of Interest**




Executive
      Officers shall avoid all conflicts of interest. A "conflict of interest" occurs
      when an individual's private interest improperly interferes with the interests
      of the Company or when an Executive Officer faces a











choice
      between what is in their best personal interest (financial or otherwise) and
      the
      interest of the Company. In particular, an Executive Officer must never use
      or
      attempt to use his or her position at the Company to obtain any improper
      personal benefit for himself or herself, for his or her family members, or
      for
      any other person, including loans or guarantees of obligations, from any person
      or entity.




An
      Executive Officer should never take any action which would interfere with the
      Company’s contractual relationships or diminish or disparage the reputation of
      the Company. An Executive Officer should not have any personal financial
      interest in a person or organization that supplies goods, property or services
      to the Company or from which the Company obtains goods, property or services.
      This paragraph does not apply to ownership of publicly-traded
      securities.




Executive
      Officers may not seek or accept personal gain, directly or indirectly, from
      anyone soliciting business from, or doing business with, the Company. Executive
      Officers, and members of their immediate families, shall not accept gifts from,
      or have personal expenses paid for by, anyone soliciting business from, or
      doing
      business with, the Company, except for gifts with an annual value from any
      source not in excess of $250.




When
      a
      conflict of interest arises, it is important that each Executive Officer act
      with great care to avoid even the appearance that their actions were not in
      the
      best interests of the Company. If an Executive Officer is faced with a situation
      in which their objectivity may be questioned because of individual interests
      or
      family or personal relationships, the Executive Officer must immediately notify
      an Ethics Contact (as defined in Section III).




Any
      Executive Officer who is aware of a material transaction or relationship that
      could reasonably be expected to give rise to a conflict of interest should
      discuss the matter promptly with an Ethics Contact.




**D.
      Loans**




The
      Company does not make loans, in any form, of money to Executive Officers. This
      prohibition includes any guarantee by the Company of a loan to an Executive
      Officer from a third party.




**E.
      Public Disclosure**




It
      is the
      Company's policy that the information in its public communications, including
      all filings and periodic reports submitted to the Commission, be full, fair,
      accurate, timely and understandable. Executive Officers who are involved in
      the
      Company's disclosure process are responsible for acting in furtherance of these
      policies and procedures. In particular, these individuals are required to:
      (i)
      maintain familiarity with the disclosure requirements applicable to the Company;
      (ii) oversee the Company’s disclosure controls and procedures to ensure that
      information required to be disclosed in the Company’s filings to the Commission
      is identified and processed on a timely basis; and (iii) take steps to regularly
      obtain and evaluate information in their area of responsibility. Executive
      Officers are prohibited from knowingly misrepresenting, omitting, or causing
      others to misrepresent or omit, material facts about the Company to others,
      whether within or outside the Company, including the Company's independent
      auditors. In addition, any Executive Officer who has a supervisory role in
      the
      Company's disclosure process has an obligation to discharge his or her
      responsibilities diligently.




**G.
      Compliance with Laws, Rules and Regulations**




It
      is the
      Company's policy to comply with all applicable laws, rules and regulations.
      It
      is the personal responsibility of each Executive Officer to adhere to the
      standards and restrictions imposed by those laws, rules and regulations.




Generally,
      it is both illegal and against Company policy for any Executive Officer who
      is
      aware of material nonpublic information relating to the Company, any of the
      Company's clients or any other private or governmental issuer of securities
      to
      buy or sell any securities of those issuers, or recommend that another person
      buy, sell or hold the securities of those issuers.













Any
      Executive Officer who is uncertain about the legal rules involving his or her
      purchase or sale of any Company securities or any securities in issuers that
      he
      or she is familiar with by virtue of his or her work for the Company should
      consult with the Company’s outside counsel that prepares its periodic reports
      under the U.S. securities laws before making any such purchase or
      sale.




**H.
      Protection and Proper Use of Company Assets**




All
      Executive Officers should protect the Company's assets and ensure their
      efficient use. All Company assets should be used for legitimate business
      purposes only. The Company’s Executive Officers must ensure the maintenance of
      internal controls to provide guidance and overall protection of company assets,
      financial integrity and reporting accuracy.




Executive
      Officers may not: (i) make personal use of Company assets which create any
      additional cost for, interfere with work duties or violates any Company
      policies; (ii) manipulate financial accounts, records or reports for personal
      gain or otherwise; or (iii) maintain off-the-book accounts.




Executive
      Officers must: (i) prepare all corporate and governmental reports and documents
      with accurate information (such documents shall include, but shall not be
      limited to, periodic reports and other filings in connection with the U.S.
      securities laws); (ii) maintain books, accounts and records according to
      generally accepted accounting principles, using enough detail to reflect
      accurately and fairly company transactions; (iii) record transactions in a
      timely manner, so that no misleading financial information is created (these
      transactions include, but are not limited to: income, expense, indebtedness,
      obligation, reserves and acquisition or disposition of assets); and (iv)
      establish internal financial controls that are documented and reviewed for
      their
      integrity and application quarterly by the appropriate Executive Officers before
      submission of quarterly Commission filings.




Should
      any irregularities, non-compliance with internal controls or abuses be observed,
      the observing Executive Officer should report such directly to an Ethics
      Contact.




**SECTION
      II**




**A.
      Corporate Opportunities**




Executive
      Officers owe a duty to the Company to advance the Company's legitimate business
      interests when the opportunity to do so arises. Executive Officers are
      prohibited from taking for themselves (or directing to a third party) a business
      opportunity that is discovered through the use of corporate property,
      information or position, unless the Company has already been offered the
      opportunity and declined to accept it. More generally, Executive Officers are
      prohibited from using corporate property, information or position for personal
      gain or competing with the Company. Any use of Company property or services
      that
      is not solely for the benefit of the Company must be approved beforehand through
      the Ethics Contact.




**B.
      Confidentiality**




In
      carrying out the Company's business, Executive Officers often learn confidential
      or proprietary information about the Company or other third parties. Executive
      Officers must maintain the confidentiality of all information so entrusted
      to
      them, except when disclosure is authorized or legally mandated. Confidential
      or
      proprietary information includes, among other things, any non-public information
      concerning the Company, including its businesses, financial performance, results
      or prospects, and any non-public information provided by a third party with
      the
      expectation that the information will be kept confidential and used solely
      for
      the business purpose for which it was conveyed.




**C.
      Fair Dealing**




Each
      Executive Officer should endeavor to deal fairly with the Company's clients,
      service providers, suppliers, competitors and employees. No Executive Officer
      should take unfair advantage of anyone through manipulation, concealment,
      abuse of privileged information, misrepresentation of material facts, or any
      unfair dealing practice. Executive Officers shall not engage in practices or
      enter into arrangements which would violate anti-trust laws.















**SECTION
      III**




**A.
      Interpretation of the Code**




Executive
      Officers should strive to identify and raise potential ethical issues before
      they lead to problems, and should ask about the application of this Code
      whenever in doubt. Any questions relating to how the policies and procedures
      contained in this Code should be interpreted or applied should be addressed
      to
      an Ethics Contact. For purposes of this Code, an Ethics Contact is any of the
      following:




**·**
            any
                member of the Audit Committee of the Company’s Board of Directors;




**·**
            the
                Company’s outside counsel that prepares its periodic reports under the
                U.S. securities laws;




**·**
            a
                meeting of the full Audit Committee;
                or




**·**
            a
                meeting of the full Board of Directors, provided at least two independent
                directors are present. Decisions in such a case shall be made by
                a
                majority of the independent directors
                present.




Any
      Ethics Contact may refer any issue to, or seek assistance on any issue from,
      the
      outside counsel who prepares the periodic reports under the U.S. securities
      laws.




**B.
      Reporting Violations**




All
      Executive Officers are duty bound to report any irregularities or breaches
      of
      this Code of Ethics to an Ethics Contact. To the extent possible, such reports
      will be treated confidentially. The Company will take such disciplinary or
      preventive action as it deems appropriate to address any existing or potential
      violation of this Code brought to its attention.




Any
      Executive Officer who ignores or violates any of the principles or procedures
      in
      this Code, or any Executive Officer who penalizes another Executive Officer
      or
      other Company personnel for following these standards will be subject to
      appropriate disciplinary action, which may include immediate dismissal.




**C.
      Waivers of This Code**




From
      time
      to time, the Company may waive certain provisions of this Code. Any Executive
      Officer or Director who believes that a waiver may be called for should discuss
      the matter with an Ethics Contact. Waivers may be made only by the Board of
      Directors with the affirmative vote of a majority of the independent directors,
      or by the Audit Committee (if any) of the Board of Directors.