Exhibit 14.1

                                 CODE OF ETHICS

Chartwell International, Inc. Code of Ethics

     Applicability:

     The CHARTWELL Code of Ethics ("CODE") applies to all personnel of CHARTWELL
     and its  subsidiaries  from Executive  Committee member to managers and all
     employees.  It covers in broad terms what CHARTWELL expects from all of its
     employees  and  will  be   interpreted   in  the  light  of  each  person's
     responsibility and job function.

     Dissemination:

     The Code shall be available on the internet and on notice boards throughout
     all general  offices and facilities that CHARTWELL  operates.  It should be
     read to and by all new recruits as part of the job acceptance  process.  It
     shall be reviewed with all employees at least annually, and republished.

     CHARTWELL,  as a company and each employee in it shall not  discriminate on
     the  basis  of  race,  sex or  age.  It  shall  be  sensitive  to  cultural
     differences  in the regions in which it  operates  and shall adopt the best
     practices available ernationally.

     All employees shall:

     o    Deal honestly with their colleagues, customers and suppliers.

     o    Provide full details of all relationships that may, in the course of a
          transaction  be  construed  as  creating a  conflict  of  interest  or
          appearance of a conflict of interest.  A "conflict of interest" exists
          when an individual's  private  interests  interfere or conflict in any
          way (or even appear to interfere or  conflict)  with the  interests of
          CHARTWELL.

     o    Shall proactively  provide all information to their superiors that may
          have a material influence on matters under consideration.

     o    Shall  support and maintain  systems of internal  control and internal
          check  and not  seek  to  over  ride  them  by  acts  of  omission  or
          commission.

     o    Shall  report  (see  below)  all  irregularities  that  come to  their
          attention, irrespective of by whom committed and regardless of whether
          they fall within their span of responsibility.

     o    Shall protect the interests of shareholders.

     o    Shall abide by the laws and  regulations  of the country in which they
          operate and the laws and regulations that govern CHARTWELL.

     o    Shall  provide  full,  fair,   accurate,   timely  and  understandable
          information  in all  internal  reports and documents  filed with the
          Securities and Exchange Commission or releases to the public.

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

     o    Shall protect and respect the confidentiality of information  acquired
          in the  course of their  work  except  when  authorized  or  otherwise
          legally   obligated  to  disclose  and  shall  not  use   confidential
          information  acquired  in  the  course  of  their  work  for  personal
          advantage.

     o    Shall  achieve  responsible  use of and  control  over all  assets and
          resources  employed by or entrusted  to them.

The above general  principals  provide the framework within which the operations
of each  department are to be managed and the  management of each manager.  They
provide both specific goals and behavior patterns for CHARTWELL,  which managers
should give effect to, and standards of behavior for each department.

CHARTWELL shall:

Deal fairly with all current, prospective and departing employees.

Promote and remunerate on the basis of ability and performance.

Participate and support the communities in which it does business.

Protect the environment to the best of its ability.

Encourage and promote best practice seeking to raise standards both internally
and externally rather than accepting status quo.

Communicate effectively with employees and provide communication lines such
that all issues may be raised.

Quality:

Shall establish and maintain systems in accordance with our established
certifications and generally accepted best Practice.

Shall  faithfully  record  and  report  all  findings   irrespective  of  cause,
responsibility or consequence.

Finance:

Shall take all steps necessary to record and preserve CHARTWELL's assets.

Shall  maintain  systems to  accurately  record and  present the  operations  of
CHARTWELL,  openly  disclosing  value  jugments and  estimates  incorporated  in
presentations  and using  U.S.  generally  accepted  accounting  principles  and
policies.  The principal  executive officer and the principal  financial officer
shall review the annual and quarterly  reports,  certifying  the accuracy of the
information, prior to filing with the Securities and Exchange Commission.

Reporting of Breaches or Suspected Breaches

It is the responsibility of every member of staff to promptly report breaches or
suspected  breaches of the Code.

Unless the suspected breach is by an employee's  immediate supervisor the normal
channel of reporting is through the emloyee's  supervisor  with a copy to the HR
manager.  In the case of suspected breaches by managers the reporting channel is
to the CFO,  with a copy to the  CEO.  In the case of  suspected  breaches  by a
member of the Executive  Committee the procedure is to report to another  member
of the Executive  Committee with a copy to the Chairman of the audit  Committee.
All contact information is provided on the contact section of the intranet.

Employees are expected to cooperate in internal investigations of misconduct and
violations of this Code.

Employees  should be aware that  CHARTWELL  has a statutory  duty to protect any
employee who reports his or her concer good faith and to insure that there is no
retaliation. Reports will be treated in a confidential manner.

Waivers of the Code

Any waiver of this Code may be made only by the Audit  Committee of the Board of
Directors  and will be  promptly  disclosed  as  required  by law or the private
regulatory  body.  Requests for waivers  must be made in writing to  CHARTWELL's
Chairman of the Board and Audit  Committee  Chairman  prior to the occurrence of
the violation of the Code

Breaches:

The Code is the minimum standard of behavior CHARTWELL expects of its employees.
Breaches   will  be  taken  into  account  when   assessing   performance   pay,
discretionary  bonuses,  merit raises,  renewal of fixed term  contracts etc. In
extreme material cases, CHARTWELL may deem a breach of the Code a breach of your
employment  contract or the terms of your  employment  and consider  such breach
termination for cause.  Such violator may also be subject to civil action and/or
refferral to law enforcement agencies for criminal prosecution.