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Exhibit 14 CODE OF CONDUCT AND ETHICS INTRODUCTION Paragon Real Estate Equity and Investment Trust is committed to the principles
of honest and ethical conduct in all aspects of our business. This Code of
Conduct and Ethics is intended to be a codification of the business and ethical
principles that have been practiced by Paragon. This code covers a wide range of business practices and procedures. It does not
cover every issue that may arise, but it sets out basic principles and key
policies and procedures to guide all employees, officers and trustees of
Paragon and our subsidiaries. Employees, officers and trustees must conduct
themselves accordingly and seek to avoid even the appearance of improper
behavior. In appropriate circumstances, this code should also be provided to
and followed by Paragons agents and representatives, including consultants. Any employee, officer or trustee who violates the standards in this code will
be subject to disciplinary action. If you are in a situation that you believe
may violate or lead to a violation of this code, you should follow the
guidelines described in Adherence to the Code, below. RESPONSIBILITIES OF EMPLOYEES, OFFICERS AND TRUSTEES Compliance with laws, rules and regulations All employees, officers and trustees must strictly comply with all laws,
governmental and American Stock Exchange rules and regulations that apply to
our business, including state and local laws in the areas in which we operate.
Any questions as to the applicability of any law, rule or regulation should be
directed to our counsel or chief financial officer. If a law conflicts with a policy in this code, employees, officers and trustees
must comply with the law. If a local custom or policy conflicts with a policy
in this code, employees, officers and trustees must comply with the code. If
you have any questions about these conflicts, you should ask our counsel or CFO
how to handle the situation. Insider trading We have an insider trading policy and all employees, officers and trustees must
abide by its terms. This policy, among other things, provides that employees,
officers and trustees may not buy or sell shares of Paragon when they are in
possession of material, nonpublic information. They also are prohibited from
passing on such information to others who might make an investment decision
based on it. Employees, officers and trustees also may not trade in stocks of other
companies about which they learn material, nonpublic information through the
course of their employment or service. Any questions as to whether information
is material or has been adequately disclosed should be directed to our counsel
or CFO. Conflicts of interests A conflict of interest occurs when the private interest of an employee, officer
or trustee interferes, or appears to interfere, in any way with the interests
of the company. Conflicts of interest can occur when an employee, officer or
trustee takes action or has interests that could reasonably be expected to make
it difficult to make objective decisions on behalf of Paragon or to perform his
or her duties effectively. Conflicts of interest also arise when an employee,
or a member of his or her family, receives improper personal benefits as a
result of his or her position with the company. An employee, officer or trustee
will not be deemed to have a conflict of interest solely on the basis of his or
her




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service on the board of directors of a company that is under common ownership,
or has a business relationship with, Paragon. Conflicts of interests are prohibited as a matter of corporate policy. If you
become aware of a conflict or potential conflict, or have a question about
whether a conflict exists, you should promptly bring it to the attention of
management. Corporate opportunities Employees, officers and trustees are prohibited from taking for themselves
personally any opportunities that arise through the use of corporate property,
information or position and from using corporate property, information or
position for personal gain. Employees, officers and trustees are further
prohibited from competing with Paragon directly or indirectly. Employees,
officers and trustees owe a duty to Paragon to advance the companys interests
when the opportunity to do so arises. Confidentiality Employees, officers and trustees may learn information about Paragon that is
not known to the general public or to competitors. Confidential information
includes all non-public information that might be of use to competitors, or
harmful to Paragon or our customers if disclosed. Employees, officers and trustees must maintain the confidentiality of
information entrusted to them by Paragon or its associates, except when
disclosure is authorized or legally mandated. This obligation to protect
confidential information does not end when an employee, officer or trustee
leaves the company. Any questions about whether information is confidential
should be directed to our counsel or CFO. Fair dealing Each employee, officer and trustee must endeavor to deal fairly with Paragons
shareholders, competitors, suppliers and employees. No employee, officer or
trustee may take unfair advantage of anyone through manipulation, concealment,
abuse of privileged information, misrepresentation of material facts, or any
other unfair practice. Protection and proper use of corporate assets Theft, carelessness and waste have a direct impact on our profitability.
Employees, officers and trustees have a duty to protect corporate assets and
ensure their efficient use. Company assets should be used only for legitimate
business purposes and employees, officers and trustees should take measures to
ensure against theft, damage, or misuse. Company assets include intellectual property such as trademarks, business and
marketing plans, salary information and any unpublished financial data and
reports. Unauthorized use or distribution of this information is a violation of
our company policy. Reports filed with the Securities and Exchange Commission We are committed to ensuring that all disclosure in reports filed with the SEC
is full, fair, timely and understandable. Therefore, honest and accurate
recording and reporting of financial information is of critical importance to
Paragon. This is essential in order for senior management to make informed
responsible business decisions, to enable Paragon to comply with various laws
relating to the maintenance of books and records and financial reporting, to
enable our chief executive officer and chief financial officer to make
certifications in connection with periodic filings made by the company with the
SEC and to inform Paragons shareholders and the investing public of accurate
information about the company. Employees, officers and trustees are strictly prohibited from falsifying the
books and records of the company or otherwise knowingly circumventing or
failing to implement the internal accounting controls of the company as they
now exist or as they may be modified, revised, amended or




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supplemented. External auditors Our external auditors play an integral role in the financial reporting process
through their annual examination and report on Paragons financial statements
and their review of periodic reports of the company. Open and honest fair
dealings with our external auditors is therefore essential. No employee,
officer or trustee may make any false or misleading statement to any external
auditors in connection with an audit or examination of our financial statements
or the preparation or filing of any document or report. Similarly, no employee,
officer or trustee may engage in any conduct to fraudulently influence, coerce,
manipulate or mislead any accountant engaged in the audit or review of any of
Paragons financial statements. Recordkeeping All of Paragons books, records, accounts, and financial statements must be
maintained in reasonable detail, must appropriately reflect the companys
transactions, and must conform both to applicable legal requirements and to our
system of internal controls. Unrecorded or off the books funds or assets
should not be maintained unless permitted by applicable law or regulation. Business records and communications may not be destroyed unless in accordance
with our record retention policies. In accordance with those policies, in the
event of litigation or governmental investigation, employees, officers and
trustees must consult with our counsel or CFO before taking any action because
it is critical that any impropriety or possible appearance of impropriety be
avoided. Interaction with public officials When dealing with public officials, employees, officers and trustees must avoid
any activity that is or appears illegal or unethical. The giving of gifts,
including meals, entertainment, transportation, and lodging, to government
officials in the various branches of U.S. government, as well as state and
local governments, is restricted by law. Employees, officers and trustees must
obtain pre-approval from Paragons counsel or CFO before providing anything of
value to a government official or employee. The foregoing does not apply to
personal lawful political contributions. In addition, the U.S. Foreign Corrupt Practices Act prohibits giving anything
of value, directly or indirectly, to officials of foreign governments or
foreign political candidates in order to obtain or retain business. Illegal
payments to government officials of any country are strictly prohibited. Discrimination and harassment We are firmly committed to providing equal opportunity in all aspects of
employment and will not tolerate any illegal discrimination or harassment of
any kind. All employees, officers and trustees should respect the rights and
cultural differences of other individuals. It is our policy not to discriminate
against any person because of age, race, color, sex, religion, disability,
national origin, or other classes protected by applicable federal, state or
local law. Harassment of any type will not be tolerated. Health and safety The safety and health of our employees is very important to us. Each employee
has responsibility for maintaining a safe and healthy workplace by following
safety and health rules and practices and reporting accidents, injuries, and
unsafe equipment, practices, or conditions. Violence and threatening behavior are not permitted. Employees should report to
work in condition to perform their duties, free from the influence of illegal
drugs or alcohol. The use of illegal drugs or alcohol in the workplace will not
be tolerated.




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ADHERENCE TO THE CODE No code of conduct and ethics can replace the thoughtful behavior of an ethical
person or provide definitive answers to all questions. Since we cannot
anticipate every potential situation, certain policies and procedures have been
put in place to help employees, officers and trustees approach
questions or problems as they arise. Designated Ethics Officer We have designated John J. Dee, Paragons Chief Financial Officer, to also
serve as our ethics officer with responsibility for overseeing and monitoring
compliance with this code. The ethics officer reports directly to our chief
executive officer and also will make periodic reports to the audit committee of
our board of trustees regarding the implementation and effectiveness of this
code as well as the policies and procedures put in place to ensure compliance
with the code. Reporting Violations Employees, officers and trustees are strongly encouraged to seek guidance from
supervisors, managers or other appropriate persons when in doubt about the best
course of action to take in a particular situation. If an employee, officer or trustee knows of or suspects a violation of this
code, or of applicable laws and regulations, he or she must report it
immediately to our ethics officer or chief executive officer. If the situation
requires it, the reporting persons identity will be kept anonymous. We do not
permit retaliation of any kind for good faith reports of violations or possible
violations. Investigations We will promptly investigate reported violations. Employees, officers and
trustees are expected to cooperate fully with any investigation made by the
company into reported violations. Discipline and Penalties Employees, officers and trustees who violate this code may be subject to
disciplinary action, up to and including discharge. Employees, officers and
trustees who have knowledge of a violation and fail to move promptly to report
or correct it and employees, officers and trustees who direct or approve
violations may also be subject to disciplinary action, up to and including
discharge or removal. Furthermore, violation of some provisions of this code is
illegal and may subject you to civil and criminal liability. Waivers of the code of conduct and ethics Any waiver of this code for employees, officers and trustees may be made only
by our board of trustees, or a committee of the board of trustees in their
discretion and will be promptly disclosed to our shareholders.