EXHIBIT 14.0

               CODE OF ETHICS FOR PRINCIPAL EXECUTIVE OFFICER AND
                            SENIOR FINANCIAL OFFICERS

GelStat expects the highest ethical conduct from its principal executive officer
and senior  financial  officers.  Your full  compliance  with this Code and with
GelStat's Code of Business Conduct and Ethics is mandatory. In addition, you are
expected to foster a culture of  transparency,  integrity and honesty which will
encourage  compliance by all employees with  GelStat's Code of Business  Conduct
and Ethics, in letter and in spirit.

CONFLICTS OF INTEREST

As a GelStat principal  executive officer or senior financial officer,  you must
avoid any investment,  interest or association that interferes, might interfere,
or might  appear to  interfere,  with your  independent  exercise of judgment in
GelStat's best interests.

Situations  in which your  personal  interests  conflict  with your  independent
exercise of judgment  on behalf of GelStat may include (1)  situations  in which
you can use your position at GelStat for personal gain (e.g.  causing GelStat to
enter  into a  business  transaction  with your  relatives  or  friends)  or (2)
situations  which  develop  into actual or  potential  conflicts  due to factors
beyond  your  control  (e.g.  the bank at which  your  wife is an  executive  in
commercial lending is acquired by GelStat's principal lender). Situations in the
first category are strictly prohibited. Situations in the second category should
be  disclosed  immediately  to the Board of  Directors  for a  determination  on
procedures to avoid impairment of independent judgment on behalf of GelStat.

If you have  concerns  about any  situation,  follow the steps  outlined  in the
Section on "Reporting Violations."

ACCURATE PUBLIC DISCLOSURES

Full,  fair,  accurate,  timely  and  understandable  disclosures  in  GelStat's
periodic  reports and press releases is legally required and is essential to the
success of our  business.  You are required to exercise the highest  standard of
care in preparing such GelStat public disclosures.  The following guidelines are
intended to be instructive but are not comprehensive:

     o    All GelStat accounting records, as well as reports produced from those
          records, must comply with applicable laws,  regulations,  and industry
          standards.

     o    All records,  including accounting records, must fairly and accurately
          reflect the transactions or occurrences to which they relate.

     o    All  accounting  records  must  fairly  and  accurately   reflect,  in
          reasonable  detail,  GelStat's  assets,   liabilities,   revenues  and
          expenses.

     o    GelStat's   accounting   records   must  not   contain  any  false  or
          intentionally misleading entries.

     o    All  transactions  must be  supported  by  accurate  documentation  in
          reasonable detail and recorded in the proper account and in the proper
          accounting period.

     o    No information should be concealed from the independent auditors.

                                       1
<PAGE>

COMPLIANCE

You are  expected  to comply  with both the letter and spirit of all  applicable
governmental laws, rules and regulations.

If you fail to comply with this Code,  with GelStat's  Code of Business  Conduct
and Ethics, and/or with any applicable laws, you will be subject to disciplinary
measures, up to and including immediate discharge from GelStat.

REPORTING VIOLATIONS

Your conduct can reinforce an ethical  atmosphere and  positively  influence the
conduct of fellow associates.  If you are powerless to stop suspected misconduct
or discover  it after it has  occurred,  you must  report it to the  appropriate
level of management at your location.

If you are still  concerned  after  speaking with your local  management or feel
uncomfortable  speaking with them (for whatever reason),  you must (anonymously,
if you  wish)  send a  detailed  note,  with  relevant  documents,  to  GelStat,
Southpoint Office Center,  1650 West 82nd Street,  Suite 1200,  Bloomington,  MN
55431 or you may directly  contact the Audit  Committee  of  GelStat's  Board of
Directors  by sending a  detailed  note,  with  relevant  documents,  to Stephen
Roberts.

Your calls, detailed notes and/or e-mails will be dealt with confidentially. You
have the commitment of GelStat and of the Audit  Committee of GelStat's Board of
Directors that you will be protected from retaliation.

Retaliation by anyone against any reporting person will not be tolerated.

CHANGES AND WAIVERS

In accordance with the rules of the U.S. Securities and Exchange Commission, any
change to, or waiver of, this Code must be immediately publicly disclosed.

CONCLUSION

In the  final  analysis,  there  are no  universal  rules or easy  answers.  Ask
yourself  whether your actions could be questioned by  supervisors,  associates,
clients,  family and the  general  public.  If you are  uncomfortable  with your
answer,   discuss  the  situation  with  the  Audit   Committee  (See  Reporting
Violations) before proceeding.

                                       2
<PAGE>