Exhibit 14  PDS GAMINGCORPORATION  CODE OF CONDUCT FOR DIRECTORS,
EXECUTIVE OFFICERS, AND EMPLOYEES OF PDS GAMING
CORPORATION  The
Board of Directors of PDS Gaming Corporation (the Corporation) has adopted
this Code of Conduct (this Code of Conduct) as of the 24 day of March
2004.  The Code of Conduct is applicable
to the members of the Corporations Board of Directors (the Directors), the
officers of the Corporation, including the Companys Chief Executive Officer,
Chief Financial Officer, Controller and any other individuals serving in
similar capacities (the Officers), and employees of the Corporation (the
Employees).  The
Code of Conduct is designed to serve as the foundation of the Corporations
standards of behavior and to promote honest and ethical conduct, proper
disclosure of financial information in the Corporations periodic reports, and
compliance with applicable laws, rules, and regulations by the Corporations
Directors, Officers and Employeeswho have operating and financial responsibilities.  I.PRINCIPLES
AND PRACTICES  In
performing his or her duties, each Director, Officer and Employee must:  1.1.Maintain
high standards of honest and ethical conduct and avoid any actual or apparent
conflict of interest as discussed in this Code of Conduct;  1.2.Report
to the Audit Committee of the Board of Directors any conflict of interest that
may arise and any material transaction or relationship that reasonably could be
expected to give rise to a conflict;  1.3.Provide,
or cause to be provided, full, fair, accurate, timely, and understandable
disclosure in reports and documents that the Corporation files with or submits
to the Securities and Exchange Commission and in other public communications;  1.4.Comply
and take all reasonable actions to cause others to comply with applicable
governmental laws, rules, and regulations; and  1.5.Promptly
report violations of this Code of Conduct to the Audit Committee of the Board
of Directors.  II.POLICIES
AND PRACTICES  The
Corporation and its employees are governed by numerous statutory, regulatory
and administrative guidelines. Compliance with these laws and regulations is
paramount to maintaining the Corporations reputation and ability to serve the
markets in which it operates.  In order
to ensure such compliance, the Corporation has instituted numerous policies and
practices to ensure that its Directors, Officers and Employeesact with the utmost integrity and ethics
and avoid improprieties in the conduct of the Corporations business.  In
performing his or her duties, each Director, Officer and Employee must protect
the Corporation against questionable associations and protect the integrity and
reputation of the Corporation in the conduct of its business.  
   2.1.Conflicts of Interest  A
conflict of interest may arise in any situation in which the loyalties of a
Director, Officer or Employeeare divided between business interests that, to some
degree, are incompatible with the interests of the Corporation.  All such conflicts should be avoided.  The Corporation demands absolute integrity
from all its Directors, Officers and Employeesand will not tolerate any conduct that falls short of
that standard.  The Corporation expects
that no Director, Officer or Employeewill knowingly place himself or herself in a position
that would have the appearance of being, or could be construed to be, in
conflict with the interests of the Corporation.  Some situations typically considered a conflict of interest for a
Director, Officer or Employeeare as follows:  Having an interest in a firm that does
business with the Corporation or engaging in a private business relationship
with a person or firm doing business with the Corporation, particularly if the
Director, Officer or Employeesupervises the Corporations relationship with that
person or firm.  Engaging in a private business
relationship with the Officers or Employees supervisor or an employee whom
the Officer or Employee supervises.  Engaging in a competing business or
owning stock or other securities of a competitor other than insignificant
interests, where insignificant shall mean the lesser of (i) under 1% of the
total outstanding class of the competitors securities or (ii) 5% or less of
the personal net worth of the Director, Officer or Employee.  Engaging in a private business venture
with an officer or other employee of a firm which competes with the
Corporation.  Using the Corporations resources for
personal benefit, such as using the Corporations staff or assets for personal
business or the Corporations funds to purchase gifts for employees who have
the ability to influence the career of the Officer or Employee.  Soliciting gifts or other things of value
from the Corporations employees, or accepting gifts of substantial value from
employees whose careers the Director, Officer or Employeehas the ability to influence.  Having an interest in or speculating in
products or real estate whose value may be affected directly by the
Corporations business.  Improperly divulging or using confidential
information such as the Corporations plans, operating or financial data or
computer programs.  2.2.Relationships with Public Officials;
Political Contributions  All
Directors, Officers and Employeesengaged in business with a governmental body or agency
must know and abide by the specific rules and regulations covering relations
with public agencies.  Such Directors,
Officers and Employees must also conduct themselves in a manner that avoids any
dealings that might be perceived as attempts to influence public officials in
the performance of their official duties. 
In order to promote and preserve public trust and confidence in the
integrity of the gaming industry and to  2 
   ensure conformity with the highest standards of conduct, free from the
appearance of impropriety, the Corporation prohibits Directors, Officers and
Employees from engaging in any activity inconsistent with those aims.  In
terms of political contributions, the use of any funds or other assets of the
Corporation or any subsidiary, either directly or indirectly, for any unlawful
purpose, for example, political contributions made in violation of applicable
law, is also strictly prohibited.  Federal
law generally prohibits the contribution of corporate funds to political
candidates or parties, and to any other organization that might use the
contributions for a political candidate or party.  This prohibition also extends to indirect expenditures on behalf
of a candidate or elected official, such as travel on corporate aircraft or use
of telephones and other corporate equipment. Some state laws have similar
limitations on the contribution of corporate funds to political candidates or
parties as well as on the amounts that can be contributed to a candidate.  No influence shall be exerted by any
Director, Officer or Employee on another employee to make any personal
political contributions or to engage in any political activity inconsistent
with that employees personal inclinations. 
In no event may a Director, Officer or Employee be reimbursed by the
Corporation in any manner for political activities or contributions.  2.3.Bribery, Kickback and Fraud;
Prohibited Receipts and Payments  No
funds or assets of the Corporation shall be paid, loaned or otherwise disbursed
as bribes, kickbacks, or other payments designed to influence or compromise
the conduct of the recipient; and no employee of the Corporation shall accept
any funds or other assets (including those provided as preferential treatment
to the employee for fulfilling their responsibilities), for assisting in
obtaining business or for securing special concessions from the
Corporation.  The Directors, Officers
and Employees are prohibited from engaging in the following transactions to
obtain business, retain business or direct business to others, or to induce a
government official or employee to fail to perform or to perform improperly his
or her official functions.  Payment or offer to pay anything of
value, directly or indirectly, to any domestic or foreign government official
or employee.  Payment or offer to pay anything of
value, directly or indirectly, to any party in the form of a commercial bribe,
influence payment or kickback.  Receipt or acceptance of anything of
value directly or indirectly, from any party in the form of a commercial bribe,
influence payment or kickback.  The
Corporation prohibits establishing or maintaining unrecorded funds or assets of
the Corporation or any of its subsidiaries and the making of false or
misleading entries in the books and records of the Corporation or any of its
subsidiaries.  The Corporation also
prohibits payments on its behalf or on behalf of any subsidiary without
adequate supporting documentation or with the intention or understanding that
any part of such payment is to be used for any purpose other than that
described in the document supporting the payment.  Any
Director, Officer or Employee found to be receiving, accepting or condoning a
bribe, kickback, or other unlawful or prohibited payment, or attempting to
initiate such activities, will be subject to termination and possible criminal
proceedings against them.  Any Director,
Officer or Employee found to be attempting fraud or engaging in fraud will be
subject to termination and possible criminal  3 
   proceedings against them.  All
Directors Officers and Employees have a responsibility to report any actual or
attempted bribery, kickback or fraud to the Audit Committee of the Board of
Directors.  2.4.ANTITRUST
LAWS  The
federal government, most state governments, and many foreign governments have
enacted antitrust or competition laws. These laws prohibit restraints of
trade, which is certain conduct involving competitors, customers or suppliers
in the marketplace. The purpose of such laws is to ensure that markets for
goods and services operate competitively and efficiently, so that customers
enjoy the benefit of open competition among their suppliers and sellers
similarly benefit from competition among their purchasers.  Strict compliance with antitrust and
competition laws around the world is essential. These laws are very
complex.  Some types of conduct are
always illegal under the antitrust laws of the United States and many other
countries. To remain above suspicion, all Directors, Officers and Employees
should avoid even discussing the following subjects with competitors:  Prices, terms or conditions of sale;  Credit terms and discounts;  Costs and profits;  Market share, sales territories or sales
volume;  Distribution practices and deliveries;  Selections, rejections or termination of
customers;  Production or sales volume; and  Proposed markets, locations of proposed
facilities.  If
discussions on these subjects should arise in a meeting where competitors are
present, all Directors, Officers and Employees should immediately disassociate
themselves from the conversation and leave the meeting. The Audit Committee
should be notified immediately.  Antitrust
laws may be implicated in the Corporations relations with customers as
well.  It may be unlawful to sell the
same product to competing customers at different prices, and generally,
competing customers should be treated on a proportionately equal basis when granting
sales promotions, promotion discounts, advertising allowances or assistance in
the form of services and facilities.  III.WAIVER  Any
request for a waiver of any provision of this Code of Conduct must be in
writing and addressed to the Audit Committee of the Board of Directors.  Any waiver of this Code of Conduct will be
disclosed promptly on Form 8-K or any other means approved by the Securities
and Exchange Commission.  4 
   IV.COMPLIANCE
AND ACCOUNTABILITY  This
Code of Conduct is not intended as a comprehensive review of laws related to
the principles and practices regulating Directors, Officers and Employees and
the policies and practices related to conflicts of interests, relationships
with public officials, prohibited receipts and payments and antitrust
laws.  This Code of Conduct is not a
substitute for expert advice. If any Director, Officer or Employee has
questions concerning a specific situation, the Director, Officer or Employee
should contact the Audit Committee of the Board of Directors or the
Corporations general counsel or corporate counsel before taking action.  The
Audit Committee of the Board of Directors will assess compliance with this Code
of Conduct, report material violations to the Board of Directors and recommend
appropriate action to the Board of Directors.  5 
   ACKNOWLEDGEMENT  The undersigned, aDirector, Officer or Employeeof PDS Gaming
Corporation, has had the opportunity to review this Code of Conduct, fully
understands the principles, practices and policies contained in this Code of
Conduct, is in compliance with this Code of Conduct and is not aware of, nor
suspects, any violation of this Code of Conduct by any otherDirector, Officer or Employeeof PDS Gaming
Corporation.  BY:
  
  
  DATE:NAME:TITLE: