EXHIBIT 14

                                ADAL GROUP, INC.

                       CODE OF BUSINESS CONDUCT AND ETHICS

                      For Employees, Officers and Directors

Introduction

      To further our  company's  fundamental  principles  of  honesty,  loyalty,
fairness and  forthrightness  we have  established the AdAl Group,  Inc. Code of
Business  Conduct and Ethics.  Our Code strives to deter  wrongdoing and promote
the following six objectives:

o     Honest and ethical conduct;

o     Avoidance  of  conflicts of interest  between  personal  and  professional
      relationships;

o     Full,  fair,  accurate,  timely and  transparent  disclosure  in  periodic
      reports  required  to be filed by AdAl with the  Securities  and  Exchange
      Commission and in other public communications made by AdAl;

o     Compliance with the applicable government  regulations;

o     Prompt internal reporting of Code violations; and

o     Accountability for compliance with the Code.

Accounting Controls, Procedures & Records

      Applicable  laws and company policy require AdAl to keep books and records
that accurately and fairly reflect its  transactions and the dispositions of its
assets. In this regard,  our financial  executives shall:

o     Provide  information  that is  accurate,  complete,  objective,  relevant,
      timely and understandable.

o     Comply with rules and regulations of federal,  state, provincial and local
      governments, and other appropriate private and public regulatory agencies.

o     Act in good faith,  responsibly,  with due care, competence and diligence,
      without misrepresenting material facts or allowing independent judgment to
      be subordinated.

            All directors,  officers, employees and other persons are prohibited
from directly or indirectly  falsifying or causing to be false or misleading any
financial  or  accounting  book,  record or account.  Furthermore,  no director,
officer or employee of AdAl may directly or indirectly:

o     Make or cause to be made a materially false or misleading statement, or

o     Omit to state, or cause another person to omit to state, any material fact
      necessary to make  statements  made not misleading in connection  with the
      audit of financial statements by independent accountants,  the preparation
      of any required reports whether by independent or internal accountants, or
      any other work which  involves or relates to the filing of a document with
      the Securities and Exchange Commission.


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Bribery

      The offering, promising, or giving of money, gifts, loans, rewards, favors
or  anything of value to any  supplier,  customer  or  governmental  official is
strictly prohibited.

Communications

      It is very important that the information  disseminated about AdAl be both
accurate and consistent.  For this reason, certain of our executive officers who
have been  designated  as  authorized  spokespersons  per our  policy  regarding
compliance  with  Regulation  FD are  responsible  for our internal and external
communications,  including public communications with stockholders, analysts and
other interested members of the financial community.  Employees should refer all
outside requests for information to the authorized spokespersons.

Computer and Information Systems

      For business purposes,  officers and employees are provided telephones and
computer  workstations  and  software,  including  network  access to  computing
systems such as the Internet and e-mail, to improve personal productivity and to
efficiently manage proprietary  information in a secure and reliable manner. You
must obtain the permission from our Information  Technology  Services department
to install any software on any company  computer or connect any personal  laptop
to the AdAl  network.  As with other  equipment  and assets of AdAl, we are each
responsible for the appropriate use of these assets. Except for limited personal
use of AdAl's  telephones and  computer/e-mail,  such equipment may be used only
for  business  purposes.  Officers  and  employees  should not expect a right to
privacy  of their  e-mail.  All  e-mails  on company  equipment  are  subject to
monitoring by AdAl.

Confidential or Proprietary Information

      Company  policy  prohibits  employees  from  disclosing   confidential  or
proprietary information outside AdAl, either during or after employment, without
company  authorization  to  do  so.  Unless  otherwise  agreed  to  in  writing,
confidential  and  proprietary   information   includes  any  and  all  methods,
inventions,   improvements  or   discoveries,   whether  or  not  patentable  or
copyrightable,  and any other  information of a similar nature  disclosed to the
directors,  officers or  employees  of AdAl or  otherwise  made known to us as a
consequence  of or  through  employment  or  association  with  AdAl  (including
information originated by the director,  officer or employee). This can include,
but  is  not  limited  to,   information   regarding  our  business,   research,
development,  inventions,  trade secrets,  intellectual  property of any type or
description,   data,   business   plans,   marketing   strategies  and  contract
negotiations.

Conflicts of Interest

      Company policy prohibits conflicts between the interests of its employees,
officers,  directors  and AdAl. A conflict of interest  exists when an employee,
officer,  or director's  personal interest  interferes or may interfere with the
interests of the company.  Conflicts of interest may not always be clear,  so if
an employee  has a concern  that a conflict of interest  may exist,  they should
consult  with  higher  levels of  management,  and in the case of  officers  and
directors,  they should consult with a member of the Audit Committee. When it is
deemed  to be in the best  interests  of AdAl and its  shareholders,  the  Audit
Committee  may grant  waivers to  employees,  officers  and  directors  who have
disclosed an actual or potential conflict of interest.  Such waivers are subject
to approval by the Board of Directors.

Fraud

      Company policy prohibits fraud of any type or description.

Inside Information

      Company policy and applicable laws prohibit  disclosure of material inside
information to anyone outside AdAl without a specific  business  reason for them
to know. It is unlawful and against company policy for anyone  possessing inside
information to use such information for personal gain.


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Political Contributions

      Company  policy  prohibits the use of company,  personal or other funds or
resources on behalf of AdAl for political or other  purposes  which are improper
or prohibited by the applicable federal,  state, local or foreign laws, rules or
regulations.  Company  contributions or expenditures in connection with election
campaigns will be permitted  where allowed by federal,  state,  local or foreign
election laws, rules and regulations.

Reporting and Non-Retaliation

      Employees who have evidence of any  violations of this code are encouraged
and expected to report them to their supervisor, and in the case of officers and
directors, they should report evidence of any such violations to a member of the
Audit  Committee.  Such reports will be  investigated in reference to applicable
laws and company  policy.  Violations of this Code or any other unlawful acts by
our  officers,  directors or employees  may subject the  individual to dismissal
from employment  and/or fines,  imprisonment and civil  litigation  according to
applicable laws.

      We will not allow retaliation against an employee for reporting a possible
violation  of this  Code in good  faith.  Retaliation  for  reporting  a federal
offense is illegal under federal law and prohibited under this Code. Retaliation
for  reporting any violation of a law, rule or regulation or a provision of this
Code is  prohibited.  Retaliation  will result in discipline up to and including
termination of employment and may also result in criminal prosecution.

Waivers

      There  shall be no  waiver of any part of this  Code for any  director  or
officer  except  by a vote of the  Board  of  Directors  or a  designated  board
committee  that will  ascertain  whether a waiver is  appropriate  under all the
circumstances.  In case a  waiver  of this  Code is  granted  to a  director  or
officer,  the notice of such waiver  shall be posted on our website  within five
days of the Board of Director's vote or shall be otherwise disclosed as required
by applicable law or the rules of any stock exchange on which our securities may
be listed or quoted for  trading.  Notices  posted on our website  shall  remain
there for a period of 12 months and shall be  retained  in our files as required
by law.


                                 Approved By The Board of Directors
                                 March 24, 2005