EXHIBIT 14

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                             [MEDIX.RESOURCES LOGO]


                               September __, 2003


To All Employees of Medix Resources and its Subsidiaries:

         At Medix we are committed to operating with honesty and integrity.  Our
Code of Business Conduct and Ethics is a very important tool for helping us meet
this commitment. It is intended to help us make good decisions by clarifying the
standards we are expected to follow in the workplace.

         Our image and  reputation  continues to depend upon the  willingness of
each employee of Medix and its  subsidiaries to read and abide by the principles
set forth in the attached Company Code of Business Conduct and Ethics. This is a
crucial part of our goal of company-wide compliance, not only with the many laws
and  regulations  that affect our business,  but also with principles of ethical
business conduct.

         Please  review the Code of Business  Conduct and Ethics and continue to
refer to it as you conduct your daily business affairs.

                                           Sincerely,


                                           Darryl R. Cohen
                                           President and Chief Executive Officer

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                              MEDIX RESOURCES, INC.
                       CODE OF BUSINESS CONDUCT AND ETHICS

INTRODUCTION

         Medix  Resources,  Inc.  ("Medix")  has a  long-standing  commitment to
conducting  its  business  in  accordance  with  applicable   laws,   rules  and
regulations and in accordance with the highest ethical standards and has adopted
these  standards  as  corporate  policy  for Medix and each of its  subsidiaries
(individually  and  collectively  referred  to  herein  as the  "Company").  All
employees  of the  Company  are  expected to conduct  their  activities  and the
operations for which they are responsible in accordance with such standards.  No
single policy statement can cover the many circumstances and situations that may
raise ethical  considerations.  In addition to matters  discussed in this policy
statement, other matters are discussed in other Company policy statements.  Each
employee is expected to be aware of and sensitive to ethical  considerations and
the  consequences  of their  actions  on the  Company,  its  reputation  and its
continuing business and public relationships.  These include the consequences of
their failure to meet ethical standards, in appearance as well as in fact.

         This Code of Business  Conduct and Ethics (this "Code of Conduct")  has
been prepared to serve as a general guide on ethical  business  conduct and your
responsibilities  to the Company.  It highlights  several specific  policies and
laws of which you must be aware in conducting our business activities. We do not
expect  you to  become  a legal  expert  as a  result  of  reading  this  policy
statement;  the examples included do not represent every instance where a policy
or the law applies.  We do expect you to read and ensure that you understand our
Code of Conduct,  are generally  aware of the legal  standards and  restrictions
applicable to your assigned duties and  responsibilities and recognize sensitive
issues. Most importantly,  we expect you to seek advice when necessary.  Failure
to comply with the policy will be cause for  disciplinary  action or termination
of employment.

         Please  review this Code of Conduct and  continue to refer to it as you
conduct your daily business affairs.

         If you have  questions  about the laws  governing  your  activities  on
behalf of the  Company,  talk to your  supervisor  or the  Company's  Compliance
Officer.  It is your  responsibility to be informed about and to comply with the
Code of Conduct.  If you suspect any  activity or conduct to be in  violation of
the law,  this  Code of  Conduct  or  Company  policy,  you  should  report  the
circumstances  to  one of the  people  named  above  or to  Company's  reporting
hotline: (212) 697-2509, ext. 303.

CONFLICT OF INTEREST

         It is very  important  for all of us to avoid any  actual  or  apparent
conflict of  interest.  Anytime such  conflict  appears or an employee is afraid
that such conflict might develop, the employee is required to discuss the matter
with his/her  immediate  supervisor  or with the Company's  Compliance  Officer.
Certain   employees   will  be  asked  to  complete  a  Conflicts   of  Interest
Questionnaire  annually and whenever a change in  circumstances  occurs that may
create a potential  conflict or the  appearance  of a  conflict.  All  potential
conflicts  of interest  identified  to immediate  supervisors  shall be promptly
brought to the attention of the Company's Compliance Officer who shall, in turn,
bring all potential conflicts of interest brought to his or her attention to the
Audit Committee of the Board of Directors of Medix for review and disposition by
such Audit Committee.

         It is the policy of the Company that none of its officers, employees or
their family members have any interest in any business enterprise with which the
Company has any business  dealings  that might be  detrimental  to the Company's

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best interests.  To this end, it is required that each officer and employee make
full disclosure of any potential conflict of interest.

         The  conflicting  interest  might be held  directly  by the  officer or
employee, or indirectly by a family member or a close relative, or by a business
enterprise  in which  there is a direct  or  indirect  interest,  financial,  or
otherwise.  A conflicting  interest,  however, is not limited to an ownership or
management  relationship  with  such  an  enterprise  and  may  arise  from  any
arrangement from which the officer,  employee or family member receives a direct
or indirect  benefit.  Ownership of less than 1% of a stock of a publicly traded
company will not alone be considered a conflicting  interest.  The facts in each
situation will determine whether the interest in question is such as to bring it
within the area of potential conflict.

         Another potential conflict would be presented if an officer or employee
acted as a director, officer, employee,  consultant, agent or representative for
any business enterprise doing business with the Company.

         If a potential  conflict  of  interest  in the affairs of any  employee
either  exists  currently  or  arises  in the  future,  it is  the  individual's
responsibility  to report  details  of the  situation  at once in order that the
facts may be properly  evaluated and a decision made as to what, if any,  action
should be taken to resolve the matter.  Should there be a question as to whether
a conflict  in fact  exists,  any doubt  should be resolved in favor of assuming
that there is a potential  conflict and the circumstances  must then be reported
in writing.

         Although not  exhaustive,  conflicts of interest  commonly arise in the
following situations:

         1. When an employee or a relative has a significant  direct or indirect
financial  interest in, or  obligation  to, an actual or  potential  competitor,
supplier or customer of the Company;

         2. When an employee has a significant personal  relationship (such as a
family or a romantic relationship) with another employee,  competitor,  supplier
or customer of the Company;

         3. When an employee  conducts  business on behalf of the Company with a
supplier  or  customer  when a relative is an  employee,  principal,  officer or
representative of such supplier or customer;

         4. When an employee, relative, or agent of an employee accepts gifts of
more than nominal value or excessive  entertainment  from a current or potential
competitor, supplier or customer, and

         5. When an employee misuses  information  obtained in the course of his
or her employment.

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         A further  potential  area of conflict is presented in connection  with
gifts made or entertainment extended to officers or employees by persons dealing
with  the  Company.  Acceptance  of a gift or  entertainment  would  clearly  be
improper  if  there is the  likelihood  that it is  intended  to  influence  the
recipient's  judgment in acting for the Company.  (Please refer to the Gifts and
Gratuities Section below).

         It is the  responsibility  of all  employees  to be familiar and comply
with the Company's  Conflict of Interest  Policy,  which is considered a part of
this Code of Conduct.

         The  Company's  business  must be kept  separate  and  apart  from  the
personal  activities  of  its  employees.   Employee  participation  in  outside
activities  must not be  presented  in a manner as to appear that the Company is
endorsing the activity.  Company  personnel and assets are to be used solely for
the business  purposes of the Company.  An employee  must not use the  Company's
corporate name, any trademark owned or associated with the Company,  any Company
letterhead, or any Company property,  resources, supplies or assets for personal
purposes.

GIFTS AND GRATUITIES

         Relations  with  entities  with  which the  Company  does  business  or
considers doing business are to be maintained on an objective  basis,  free from
the influence of gifts, gratuities, hospitality and favors. Purchasing decisions
must be made on the basis of factors such as quality,  service,  price, delivery
and best value.  It is contrary to Company  policy for  employees  or members of
their immediate families to accept gifts,  services,  discounts,  hospitality or
favors except as follows:

         Employees may accept gifts of nominal value  ordinarily  used for sales
promotion (for example: calendars, appointment books, pens, etc.).

         Ordinary "business lunches" or reasonable entertainment consistent with
local social and business custom may also be permissible if these actions can be
reciprocated by the employee and are reasonable in cost and frequency.

         If an  employee  receives  a gift  that  does not  fall in the  nominal
category,   ordinary  "business  lunch"  category  or  reasonable  entertainment
category  described above, it must be reported to the employee's  supervisor and
returned.

USE OF COMPANY RESOURCES/COMPUTER E-MAIL

         Company resources, including time, materials, equipment and information
are  provided  for  Company  business  use.  Employees  are  trusted to use good
judgment to conserve  Company  resources.  Personal use of Company  resources is
inappropriate.

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         The Company's  computer  resources,  which include the electronic  mail
system,  are not  intended  to be used  for  amusement,  solicitation  or  other
nonbusiness  purposes.  E-mail  messages  should be treated as any other written
business communication.

PROPRIETARY INFORMATION

         Employees  may  from  time to  time  have  access  to  confidential  or
proprietary  information (which includes any non-public information whether of a
business,  financial,  personnel,  technological  or  commercial  nature) of the
Company or third parties such as customers and suppliers of the Company, that an
employee has learned, generated or acquired. Each employee has a fiduciary and a
legal obligation to the Company and such third parties to treat such information
in confidence  and not to disclose it to any other party or use it,  directly or
indirectly,  for one's own purpose  whether during or after  employment with the
Company.

SECURITIES-INSIDER TRADING

         The  Company's  employees  are  prohibited  from  engaging  in "insider
trading."  Prohibitions  are based on federal  securities laws and deal with the
possession and use of "material"  information,  defined as  information  that an
investor would consider important in deciding to purchase or sell a security and
that could affect the price of the security.

         Employees who have "material  nonpublic"  information about the Company
or other companies as a result of their Company  connections are prohibited from
trading in those  securities as well as from  communicating  such information to
family or friends.  "Material"  information  is  information  that a  reasonable
investor would very likely consider  important in deciding to purchase or sell a
security  and  that  could  affect  the  price  of  the  security.   "Nonpublic"
information is information that is not available to the general public.

         All Company  employees are subject to the Medix Insider  Trading Policy
and the  Company's  policy  statement  concerning  securities  trades by Company
personnel included in the Company's Employee Handbook.

ANTITRUST

         Federal and state  antitrust  laws prohibit  monopolies  and agreements
that unreasonably  restrain trade. These laws generally are based on the premise
that open competition in a free marketplace will lead to appropriate  prices and
promote an  efficient,  productive  economy.  Antitrust  laws apply to  domestic
commerce and some foreign commerce. Employees are expected to conduct themselves
and their Company  business in such a manner as to be in  compliance  with these
laws. Generally, the antitrust laws prohibit the following conduct:

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         Price  fixing  agreements,   arrangements  or  understandings   between
competitors to raise, lower, maintain, stabilize, or otherwise fix prices.

         Agreements,  arrangements  or  understandings  between  competitors  to
divide markets geographically or otherwise in restraint of trade.

         In  addition,  mergers and  acquisitions  and joint  ventures  have the
potential  for  violating  the  antitrust  laws.  Such   arrangements   must  be
negotiated, structured, and implemented properly to avoid antitrust problems.

         Possible antitrust  violations may even arise through joint activity in
connection with a trade association activities.  Employees should not join trade
associations  or  attend  trade  association  meetings  unless  there  are clear
business  benefits  and  such  trade  association  has  and  consults  competent
antitrust counsel.

         Antitrust laws impose severe  penalties  including fines and penalties,
which may be tripled in certain  cases.  Violations  of antitrust  laws may also
result in criminal penalties for individuals.

         Most foreign  jurisdictions where the Company may conduct business have
similar antitrust laws.

GOVERNMENT INVESTIGATIONS/DOCUMENT RETENTION

         It is the Company's  policy to give government  investigators  the full
measure of assistance to which they are entitled, consistent with the safeguards
that the law has established for the benefit of persons under investigation.  If
any  government  investigator  or agency seeks  information  from an employee or
access to the  Company's  records or  facilities,  clearance  from the Company's
outside  general  counsel  must be obtained  before  furnishing  information  or
access.

         All employees  must follow  Company  policy  regarding  the  retention,
disposal,  or destruction of any Company records or files.  This  requirement is
necessary  because of laws and  regulations  that  require  retention of certain
records for various periods of time, particularly in the tax, personnel,  health
and safety, environment, contract, and corporate structure areas.

         Furthermore,  when litigation or an investigation is pending,  relevant
records must not be destroyed.  Destruction or  falsification of any potentially
relevant  document may lead to prosecution  for obstruction of justice or making
false  statements.  Therefore,  if you have any  doubt  about  the  legality  of
destroying any document,  consult with your supervisor or the Company's  outside
general counsel before doing so.

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IMPLEMENTATION

         To assist and support the efforts of the  Company's  employees to reach
the goals and follow the  Company's  Code of  Conduct,  the  responsibility  for
overall oversight and implementation has been given to the Company's  Compliance
Officer.  However, each  division/department  manager has the responsibility for
administering  this  Policy  within  their  division/department,  ensuring  that
questions  or  concerns  raised by any  employee  are  appropriately  addressed,
assessing the extent to which the goals and principles underlying the Policy are
followed,  investigating  reports of  violations of this Policy and reporting to
the  Compliance  Officer  to ensure  appropriate  action is taken in each  case.
Managers are expected to periodically discuss ethics and business conduct issues
and review  standards of conduct with  employees  and ensure that  employees are
aware of the standards and legal requirements applicable to their work.



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                             [MEDIX.RESOURCES LOGO]


To:      Arthur L. Goldberg

                   CODE OF CONDUCT POLICY COMPLIANCE AGREEMENT

This letter affirms my knowledge and  understanding  of Medix's Policies on Code
of Conduct Policy Compliance. I and, to the best of my knowledge, the operations
under my supervision are and have been in compliance with the policies and agree
to abide by them in the future.

                                                     ---------------------------
                                                     Signature

                                                     ---------------------------
                                                     Date

Name:
Title:
Location:

Note:  If there are any known  violations  or  situations  that  raise  concerns
relating to the Code of Conduct  Policy  Compliance,  by the signer or by others
known to the  signer,  the signer  shall sign above and  describe  in detail the
nature of the violation or concern on the attached  disclosure form.  Should you
desire additional information or assistance in determining what would constitute
a violation or conflict,  please  contact:  Arthur L.  Goldberg,  420  Lexington
Avenue, Suite 1830, New York, NY 10170.


                             Corporate Headquarters
                        420 Lexington Avenue, Suite 1830
                               New York, NY 10170
                       (212) 697-2509 - FAX (212) 681-9817
                            http://www/healthramp.com

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                             [MEDIX.RESOURCES LOGO]


            NATURE OF VIOLATION OF CODE OF CONDUCT COMPLIANCE POLICY


Describe in detail,  the nature of any  violation  or concerns  relating to this
Policy.

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                                          Signed by:
                                                      --------------------------

                                          Title:
                                                      --------------------------

                                          Date:
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                             Corporate Headquarters
                        420 Lexington Avenue, Suite 1830
                               New York, NY 10170
                       (212) 697-2509 - FAX (212) 681-9817
                            http://www/healthramp.com