Exhibit 14


                        TEAM NATION HOLDINGS CORPORATION

                                 CODE OF ETHICS



              Principles Governing Professional and Ethical Conduct


It is the policy of TEAM NATION HOLDINGS CORPORATION (the "Company") that the
Company's Chief Executive Officer, Chief Financial Officer, principal accounting
officer and controller (or persons performing similar functions) adhere to,
advocate and promote the following principles:

     o    Honest and ethical conduct, including the ethical handling of actual
          or apparent conflicts of interest between personal and professional
          relationships;
     o    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 other public
          communications made by the Company; and
     o    Compliance with laws, rules and regulations applicable to the Company.

Reporting and Treatment of Violations

Persons who become aware of suspected violations of this Code should report such
suspected violations promptly to the Chairman of the Company's Board of
Directors. To assist in the response to or investigation of the alleged
violation, the report should contain as much specific information as possible to
allow for proper assessment of the nature, extent and urgency of the alleged
violation. Without limiting the foregoing, the report should, to the extent
possible, contain the following information:

     o    the alleged event, matter or issue that is the subject of the alleged
          violation;
     o    the name of each person involved;
     o    if the alleged violation involves a specific event or events, the
          approximate date and location of each event; and
     o    any additional information, documentation or other evidence available
          relating to the alleged violation.

         The Board of Directors shall have the power to monitor, investigate,
make determinations and take action with respect to violations of this Code. In
determining whether a violation of this Code has occurred, the Board of
Directors may take into account:

     o    the nature and severity of the violation;
     o    whether the violation was a single occurrence or involved repeated
          occurrences;
     o    whether the violation appears to have been intentional or inadvertent;
     o    whether the person in question had been advised prior to the violation
          as to the proper course of action;
     o    whether the person in question had committed other violations in the
          past; and
     o    such other facts and circumstances as the Audit Committee shall deem
          advisable in the context of the alleged violation.

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Consequences of Violations

If a violation is substantiated, the Board of Directors may impose such
sanctions or take such actions as it deems appropriate, including, but not
limited to, the following:

     o    Disciplinary action (including censure, re-assignment, demotion,
          suspension or termination);
     o    Pursuit of any and all remedies available to the Company for any
          damages or harm resulting from a violation, including injunctive
          relief; and
     o    Referral of matters to appropriate legal or regulatory authorities for
          investigation and prosecution.

Requests for Waivers and Changes in Code

     A waiver of a provision of this Code shall be requested whenever there is
reasonable likelihood that a contemplated action will violate the Code. Any
waiver (including an implicit waiver) that constitutes a material departure from
a provision of this Code shall be publicly disclosed on a timely basis, to the
extent required by applicable rules and regulations of the SEC. In addition, any
amendments to this Code (other than technical, administrative or other
non-substantive amendments) shall be publicly disclosed on a timely basis, to
the extent required by applicable rules and regulations of the SEC.



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