EXHIBIT 14.1

                                 CODE OF ETHICS


Preface


The Company's Principal Executive Officer (CEO), and certain Senior Financial
Officers hold an important and elevated role in corporate governance. As part of
the Corporate Leadership Team, Principal Executive Officer (CEO) and Senior
Financial Officers are vested with both the responsibility and authority to
protect, balance, and preserve the interests of all of the Company stakeholders,
including shareholders, clients, employees, suppliers, and citizens of the
communities in which business is conducted. The Principal Executive Officer
(CEO) and Senior Financial Officers fulfill this responsibility by prescribing
and enforcing the policies and procedures employed in the operation of the
Company's financial organization, and by demonstrating the following:

I.       Honest and Ethical Conduct

I.       The Principal Executive Officer (CEO) and Senior Financial Officers
         will exhibit and promote the highest standards of honest and ethical
         conduct through the establishment and operation of policies and
         procedures that:


          o    Encourage and reward professional integrity in all aspects of the
               organization, by eliminating inhibitions and barriers to
               responsible behavior, such as coercion, fear of reprisal, or
               alienation from the financial organization or the Company itself.


          o    Prohibit and eliminate the appearance or occurrence of conflicts
               between what is in the best interest of the Company and what
               could result in material personal gain for a member of the
               Company, including the Principal Executive Officer (CEO) and
               Senior Financial Officers.


          o    Provide a mechanism for members of the finance organization and
               the Company to inform senior management of deviations in practice
               from policies and procedures governing honest and ethical
               behavior.


          o    Demonstrate their personal support for such policies and
               procedures through periodic communication reinforcing these
               ethical standards throughout the Company.


          o    Provide full, fair, accurate, timely and understandable public
               disclosures.

          o    Provide prompt internal reporting to identify persons of code
               violations.




II.      Financial Records and Periodic Reports

I.       The Principal Executive Officer (CEO) and Senior Financial Officers
         will establish and manage the Company transaction and reporting systems
         and procedures to ensure that:


          o    Business transactions are properly authorized and completely and
               accurately recorded on the Company's books and records in
               accordance with Generally Accepted Accounting Principles (GAAP)
               and established company financial policy.


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          o    The retention or proper disposal of Company records shall be in
               accordance with established Company financial policies and
               applicable legal and regulatory requirements.


          o    Periodic financial communications and reports will be delivered
               in a manner that facilitates the highest degree of clarity of
               content and meaning so that readers and users will quickly and
               accurately determine their significance and consequence.




II.      Compliance with Applicable Laws, Rules and Regulations


     The Principal Executive Officer (CEO) and Senior Financial Officers will
     establish and maintain mechanisms to:


          o    Educate members of the finance organization and the Company about
               any federal, state or local statute, regulation or administrative
               procedure that affects the operation of the finance organization
               and the Company generally.

          o    Monitor the compliance of the finance organization and the
               Company with any applicable federal, state or local statute,
               regulation or administrative rule


          o    Identify, report and correct in a swift and certain manner, any
               detected deviations from applicable federal, state or local
               statute or regulation.


May 7, 2003





/s/ Linda B. Grable                         /s/ Allan L. Schwartz
-------------------                         ---------------------
Linda B. Grable, CEO                        Allan L. Schwartz, CFO




/s/ Gregg Rodes
---------------
Gregg Rodes, Controller