EXHIBIT 14

# WILSHIRE
FINANCIAL SERVICES GROUP INC.

# OFFICER AND
DIRECTOR CODE OF CONDUCT AND ETHICS

The Board of Directors of Wilshire
Financial Services Group Inc. (WFSG or the Company) has
adopted, as of March 10, 2004, the following code of conduct and ethics for its
directors and officers. A copy of the Code shall be delivered annually to each
director and officer and will be publicly available.

## 1. Business
Conduct

WFSG directors and officers
act as representatives of the Company and are entrusted with the considerable
resources owned by WFSGs stockholders. Each director and officer is
expected to act at all times in good faith in the best interests of WFSG and to
exercise his or her best judgment as authorized while performing his or her
duties or otherwise representing WFSG. Each person is under an obligation of
trust and confidence to promote and develop the business of WFSG.

The Company values and
expects honesty and integrity in its directors and officers Each person is
expected to be accurate and truthful in all dealings with employees and with
customers, borrowers, vendors and others with whom the Company engages in
business transactions.

Each person is expected to
loyally nurture the interests of the Company and to administer with fidelity and
professionalism the functions and assets of the Company that are entrusted to
his or her care.

Each person is expected to
avoid diversion of business opportunities from the Company to his or her
personal benefit.

## 2. Conflict of
Interest

WFSG expects its directors and
officers to avoid all transactions and situations that may create an actual or
apparent conflict of interest. If there is any transaction which such person
believes is a transaction which may involve a conflict of interest but may be
beneficial to the Company, the officer or director may obtain an Authorized
Waiver after full disclosure of the potential or actual conflict. An Authorized
Waiver may be provided by the Chief Executive Officer, after full disclosure to
the Board, in a transaction involving an officer other than the CEO, and by the
Chairman of the Board, after full disclosure to the Board, in a transaction
involving the CEO or a board member.

|o | A person may not do business, directly or indirectly, on behalf of WFSG or a
subsidiary, with any customer or vendor in which the person, a member of the
employees family or someone living with the employee or a member
persons family owns a significant financial interest or holds a position
of influence (e.g., as an officer, director, shareholder or agent)
without full disclosure to, and an Authorized Waiver.
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|o | A person living with, dating, related to, or otherwise involved in a close
personal relationship with an employee must disclose that relationship to the
Human Resources Department if one employee has supervisory, hiring or
disciplinary authority over the other employee or is in a position that creates
an actual or apparent conflict of interest. Any close personal relationship with
an employee or agent of a vendor, customer or competitor also must be disclosed
to the Human Resources Department. All employees need to understand that it is
very difficult to avoid creating an apparent conflict of interest when an
employee becomes involved in such a relationship. Similarly, where a
relationship already exists between employees, WFSG, by action or inaction, may
prevent a situation where an apparent or actual conflict of interest may be
created.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|o | A director or officer may not give or accept gifts or personal favors of more
than token or nominal value (not in excess of $100.00) from any actual or
potential supplier, customer or customer representative without an Authorized
Waiver. Likewise, persons should not give or accept entertainment or meals with
customers or suppliers beyond reasonable meals and entertainment given and
received on a reciprocal basis with a legitimate business purpose.
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|o | A director or officer must not accept employment from, or perform services for,
a customer, a vendor, a potential customer or any competitor of WFSG while
he/she is with WFSG unless subject to an Authorized Waiver.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

## 3. Financial
Reporting

When a company engages in
public financing or has publicly traded stock, it assumes an obligation of
public trust and a commensurate level of accountability to the public. One of
the most fundamental obligations of a public company is the full and fair
disclosure of corporate information including financial results. This is
facilitated by the maintenance of a system of internal accounting controls that
provides reasonable assurance that financial transactions are recorded timely,
accurately and fairly, and in conformance with Generally Accepted Accounting
Principles (GAAP), and that the public dissemination of the
Companys results are fairly presented.

Intentional or reckless
conduct, whether by act or omission, that results in misrepresentation of
financial information, may be construed as fraudulent financial reporting.
Fraudulent financial reporting can subject WFSG, as well as the responsible
individuals, to severe civil and criminal penalties. Even the appearance of
impropriety in financial reporting can damage WFSGs ability to access
capital markets.

Officers and directors
should not engage in any activities which undermine the integrity of financial
information for any reason, including incentives for personal gain or perceived
pressures to satisfy valid corporate objectives, such as expanding market share,
meeting budget commitments, increasing earnings or satisfying investor
expectations.

Allegations or suspicions
of fraudulent financial reporting, or any questions regarding the adequacy of
internal accounting controls, or the fair presentation of the Company to the
public, should be referred to (a) the Companys legal counsel, the
Companys Chief Executive Officer or the Companys director of
internal audit, and (b) any member of the Audit Committee of the Board of
Directors.

## 4. Compliance
with Laws

It is the policy of the
Company to comply in all respects with all applicable federal, state and local
law.

## Anti-Discrimination
and Anti-Harassment

One of WFSGs core
business objectives is to maintain a workplace in which each employee can
achieve his or her full potential without being impeded by discrimination or
harassment based on race, gender, national origin, age, religion, sexual
orientation, disability or any other status or characteristic that is protected
by law. WFSGs policies are intended to impress upon everyone the
seriousness of this commitment and to strongly encourage employees to report any
conduct that they perceive to be discriminatory or harassing in nature.

Like other forms of
discrimination, sexual harassment is a violation of state and federal law and is
strictly prohibited. While sexual harassment sometimes is difficult to define,
in general, everyone should be aware that sexual conduct or conversation is
inappropriate in the workplace. In addition, sexual advances, requests for
sexual favors, and other verbal or physical conduct of a sexual nature that may
be offensive or intimidating to others are strictly forbidden. Sexually
harassing conduct may be verbal, visual, or physical in nature. It may include
use of sexually-oriented comments, posters, emails, and jokes when they
contribute to a hostile or offensive working environment.

No director, officer or
employee of Wilshire, has the authority to engage in sexually harassing conduct
or to condition any term or condition of employment on submission to any sexual
conduct. Likewise, harassment of any Wilshire employee by a vendor, client or
customer of Wilshire also is unacceptable and will not be tolerated.

If Discrimination or Harassment Has Occurred:

All employees are advised
as follows. If the employee believes that he or she, or any other employee, has
been subjected to discrimination, including sexual or other forms of harassment,
he or she MUST immediately notify his or her supervisor, the Human
Resources Department, or the CEO. Wilshire will attempt to investigate promptly
so that appropriate corrective action can be taken to eliminate any unacceptable
conduct. The Human Resources Department shall provide a report of any written
claims to in-house legal counsel, or if there is none, then the chairperson of
the Audit Committee, which person shall periodically review such claims with the
Board of Directors.

All employees should feel
free to come forward with any complaints or concerns regarding inappropriate
conduct. Retaliation against any employee for making a complaint or for
providing information concerning a complaint is forbidden.

## Political
Contributions

Each officer and director
of the Company is encouraged to participate individually in the political
process. It is WFSGs policy to communicate information and views on public
issues that may impact WFSG. Federal law and many state laws, however, limit the
nature and extent of WFSGs political participation. Both federal law and
Company policy restrict the contribution or expenditure of Company and WFSG
funds or other assets to or for any political party, candidate or political
committee. In jurisdictions where corporate political contributions or
expenditures are legally permitted, such expenditures should only be made with
the express prior written consent of the Chief Executive Officer or Chief
Financial Officer of the Company.

## Antitrust Laws

Antitrust laws are intended
to strengthen and promote competition and foster the existence of multiple
competitive sources of supply and purchase of products and services.

In the broadest sense, an
agreement, understanding, merger, combination, course of conduct or discussion
between a company and a competitor (actual or potential) or a supplier or
customer may be an antitrust violation if it is likely to bring about a
meaningful reduction of competition between a company and its competitors or the
customer and its competitors or a supplier and its competitors. Within these
broad categories, certain specific activities have been often identified as
violations of United States antitrust law. Directors and officers should avoid
agreeing with a competitor (i) to divide or allocate customers, markets or
territories for competing products or services; (ii) to fix prices or terms or
conditions of sale for competing products or services; or (iii) to boycott the
goods and services of some third person. These prohibitions extend not only to
express agreements but also to informal understandings.

The legality of many other
activities will depend upon their facts and structure. Early consultation with
the Companys legal counsel will result in the development of programs
which both allow the fulfillment of business goals and fully comply with
antitrust laws.

## 5. Stock
Market Transactions

As a publicly traded company,
WFSG is required to provide accurate and complete disclosure on a timely basis
of any activities or events that would materially affect the market value of
WFSGs stock, options or other securities. In the normal course of
business, directors and officers may have access to information about these
occurrences before the information becomes public knowledge. Until it is
released and disseminated to the public and the public has had sufficient time
to interpret the information, this knowledge is considered inside
information. Acting on this information for personal financial gain or releasing
it to anyone else who may so act, prior to its effective disclosure to the
general public is in violation of both Company policy and federal law.

## Insider Trading

The consequences of insider
trading violations can be staggering:

For individuals who trade
on inside information or tip information to others:

|o | A civil penalty of up to three times the profit gained or loss avoided, and a
criminal fine (no matter how small the profit) of up to $1 million, and a
jail term of up to ten years.
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

For a company (including
supervisors and management) that fails to take appropriate steps to prevent
illegal trading:

|o | A civil penalty of the greater of $1 million or three times the profit, gain or
loss avoided as a result of the employees violation, and a criminal
penalty of up to $2.5 million.
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

If a director, officer or
any employee has material non-public information relating to WFSG, it is WFSG
policy that neither that person nor any related person may buy or sell
securities of WFSG or engage in any other action to take advantage of, or pass
on to others, that information. This policy also prohibits trading in the
securities of other companies, potential acquisition candidates or our customers
or suppliers, about which the individual has material non-public information as
a result of employment.

Even the appearance of any
improper transaction must be avoided to preserve WFSGs reputation for
adhering to the highest standards of conduct.

Material information is any
information that a reasonable investor would consider important in a decision to
buy, hold or sell stock. Common examples of information that are frequently
regarded as material are: projections of future earnings or losses; news of a
pending or proposed merger, acquisition or tender offer; news of significant
sales of assets or the disposition of a subsidiary; changes in dividend policies
or the declaration of a stock split or the offering of additional securities;
changes in management; significant new products or discoveries; impending
bankruptcy or financial liquidity problems; and the gain or loss of a
substantial customer or supplier. Either positive or negative information may be
material.

The same restrictions apply
to family members and others living in the household. Directors and officers are
expected to be responsible for the compliance of their immediate family and
personal household.

As a general rule directors
and officers should not engage in any transactions until after the information
has been effectively communicated in a general press release.

Insiders may not trade in
Company securities during the period beginning two weeks before a scheduled
public announcement of earnings and ending the day of the public announcement.
The President or Chief Executive Officer may designate certain other periods in
which transactions by insiders are prohibited if, in his judgment, trading by
insiders would be inappropriate.

Speculative trading
practices are absolutely prohibited. These practices are short-selling Company
stock, i.e., selling shares not owned, (which also is illegal), and
trading in put and call options.

The Company is required to
recover short-swing profits from insiders on transactions that
involve the purchase and sale (or sale and replacement) of stock within a six
month period.

Insiders must report
changes in their stock holdings to the SEC within two days. Changes in stock
holdings therefore must be reported to the CFO within one day.

## Public
Disclosure of Material Information

Regulation FD requires
companies to publicly disclose any material nonpublic information that is
disclosed by its senior officials to financial analysts and other market
professionals, and institutional or other significant shareholders.

If, for instance, corporate
officers wish to inform Wall Street analysts that the company may not make its
upcoming quarterly earnings estimate, this same information must be
simultaneously disclosed to the public, through a press release or other
comparable avenue. Posting information on the companys website will not,
by itself be considered adequate public disclosure.

Regulation FD has made
dealing with analysts, market professionals and significant security holders
much more complex and risky for public companies. Any nonpublic, one-on-one
discussion between a Company officer or director and an analyst, investor or
potential investor could result in the disclosure of material nonpublic
information.

Absent a confidentiality
agreement, directors and officers must be extremely careful to avoid disclosing
material nonpublic information during such discussions.

The Chief Executive Officer
and Chief Financial Officer are the only officers who should speak to financial
analysts on behalf of the Company.

## 6.
Confidentiality of Company Information

All information concerning
WFSG, such as its data and management systems, acquisition or investment plans,
processes, business trade secrets and other proprietary information, or other
confidential matters relating to products, borrowers, customers, suppliers,
earnings, projections, sales, plans, decisions, problems, capabilities,
intentions, developments or other business affairs should be held in confidence
and should not be used for personal advantage. However, to the extent that
information has been approved for public dissemination by an officer of the
Company or as otherwise provided pursuant to written procedures issued from time
to time by the officers and actually disseminated to the public by the Company,
such information will not be deemed to be included within the purview of this
section.

## 7. Claims
Against Directors and Officers or Against the Company

It is the policy of the
Company to comply and enforce all notice/claim reporting provisions in
WFSGs various Directors and Officers Insurance policies.

| | A Claim means:
| | --------------

| | (a) | a written demand for monetary or non-monetary relief; or
| | --- | --------------------------------------------------------

| | (b) | a civil, criminal, administrative or arbitration proceeding for monetary or non-monetary relief.
| | --- | ------------------------------------------------------------------------------------------------

| |  | The term Claim includes a Securities Claim.  A Securities Claim means:
| |  | ----------------------------------------------------------------------

| | (a) | a Claim  (including  a civil  lawsuit or  criminal  proceeding  brought by the  Securities  and  Exchange
Commission) alleging a violation of any law, regulation or rule, which is:
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | (1) | arising out of or based upon the purchase or sale,  or offer or  solicitation  of an offer to purchase or
sell, of any securities of WFSG, or
| |  | --- | ---------------------------------------------------------------------------------------------------------------------------------------------

| |  | (2) | brought by a securities holder of WFSG,  whether directly,  by class action, or derivatively on behalf of
WFSG, or otherwise, alleging any wrongful act of WFSG or a director or officer of WFSG.
| |  | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Any person who becomes
aware of a Claim or any circumstances that reasonably might give rise to a
Claim, shall report the Claim as soon as possible to the Insurance Manager, the
Chief Financial Officer, and in-house legal counsel (and if there is no in-house
legal counsel, then to the chairperson of the Audit Committee).

The Insurance Manager or
Chief Financial Officer shall be responsible for investigating the Claim and
reporting the full particulars of the Claim, if necessary, as soon as reasonably
possible, but at a minimum within 30 days of the Claim, to the appropriate
Insurers.

## 8.
Whistleblower Provisions

The Sarbanes-Oxley Act of
2002 prohibits public companies and their officers, employees, contractors,
subcontractors and agents from taking retaliatory employment actions against an
employee who (a) provides information or assists in an investigation regarding
conduct that the employee reasonably believes constitutes a violation of
regulations pertaining to mail, wire, bank or securities fraud, federal
securities laws or any other federal laws relating to fraud against
shareholders, if the information or assistance is provided to, or the
investigation is conducted by, federal agencies, any member or committee of
Congress, or a supervisor of the employee, or (b) participates or assists in a
proceeding relating to an alleged violation of such laws or regulations.

WFSG officers and directors
should promptly report any activity that they reasonably believe constitutes
unlawful conduct, including any potential violation of fraud regulations,
federal securities laws or any other federal laws relating to fraud against
shareholders. The officer or director should discuss these concerns with
in-house legal counsel or the Chief Financial Officer or in-house legal counsel
(or if there is no in-house legal counsel, then with the chairperson of the
Audit Committee). The identity of any employee making such report will be
maintained confidential.

Employees will not be
subject to retaliatory employment actions if they report such unlawful conduct.
Officers will be subject to disciplinary action, including termination, if they
commit any act in violation of the law or otherwise retaliate against an
employee who seeks to report potentially unlawful conduct.

The undersigned has read
this Officer and Director Code of Conduct and Ethics and has received a copy of
it.

|Date:  ___________________, 200___ | _____________________________________________
|---------------------------------- | ---------------------------------------------

| | Print Name: _________________________________
| | ---------------------------------------------