Exhibit 14

                              RAINBOW RENTALS, INC.

CODE OF ETHICS FOR EXECUTIVE OFFICERS AND ALL SENIOR FINANCIAL OFFICERS

This Code of Ethics applies to the Chief Executive Officer, Chief Operating
Officer, Chief Financial Officer and President of Rainbow Rentals, Inc. (the
"Company") and to all other professionals of the Company serving in finance,
accounting or corporate treasury role. The purpose of this Code of Ethics is to
promote honest and ethical conduct and compliance with the law, particularly as
related to the maintenance of the Company's financial books and records and the
preparation of its financial statements. The obligations of the Code of Ethics
supplement, but do not replace, any code of conduct or ethics policy applicable
to all employees.

As an officer or other financial professional of the Company, you are expected
to:

         Engage in and promote ethical conduct, including the ethical handling
         of actual or apparent conflicts of interest between personal and
         professional relationships, and to disclose to the chair of the Audit
         Committee of the Board of Directors or to the Chief Executive Officer
         who shall forward the disclosure to the Audit Committee chair, any
         material transaction or relationship that reasonably could be expected
         to give rise to such a conflict.

         Carry out your responsibilities honestly, in good faith and with
         integrity, due care and diligence, exercising at all times the best
         independent judgment.

         Assist in the production of full, fair, accurate, timely and
         understandable disclosure in reports and documents that the Company
         files with, or submits to, the Securities and Exchange Commission and
         other regulators and in other public communications made by the
         Company.

         Comply with applicable government laws, rules and regulations of
         federal, state, and local governments.

         Promptly report (anonymously, if you wish to do so) to the Audit
         Committee of the Board of Directors any violation of this Code of
         Ethics or any other matters that would compromise the integrity of the
         Company's financial statements. You may contact the Audit Committee, by
         mail: Audit Committee, c/o Ivan Winfield, Chairman, 17415 Beech Grove
         Trail, Chagrin Falls, Ohio 44203, or by phone at 440-708-1461.

         Never to take, directly or indirectly, any action to coerce,
         manipulate, mislead or fraudulently influence the Company's independent
         auditors in the performance of their audit or review of the Company's
         financial statements.

Compliance with this Code of Ethics is a term and condition of your employment.
The Company will take all necessary actions to enforce this Code, which may
include immediate dismissal. Violations of this Code of Ethics may also
constitute violations of law, which may expose both of you and the Company to
criminal or civil penalties.

If you have any questions about how this Code of Ethics should be applied in a
particular situation, you should promptly contact Michael Pecchia, Chief
Financial Officer.

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