Exhibit
14.1





CODE
OF ETHICS








This Code
of Ethics is promulgated by the Board of Directors under Section 406 of the
Sarbanes Oxley Act of 2002 and the rules of the SEC promulgated thereunder and
applies to all employees, officers and directors of the company.  It
contains standards reasonably necessary to promote:  honest and
ethical conduct, including the ethical handling of actual or apparent conflicts
of interest between personal and professional relationships; full, fair,
accurate, timely, and understandable disclosure in the periodic reports required
to be filed by the issuer and in other public communications; and compliance
with applicable governmental laws, rules and regulations.




You
must:




1.           Act
with honesty and integrity, ethically handling actual or apparent conflicts of
interest in personal and professional relationships.  You should
recognize that even the appearance of a conflict of interest can damage the
company.  A conflict of interest may exist because of a relationship
of yours or of a family member that is inconsistent with the company’s best
interests or could cause a conflict with your ability to perform your job
responsibilities.




2.           Report
to the Compliance Officer or to the Chairman of the Audit Committee any
transaction that reasonably could be expected to give rise to a conflict of
interest.




3.           Produce,
or cause to be produced, 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 in other public
communications.




4.           Comply
with applicable governmental laws, rules and regulations.




5.           Promptly
report any violation of this Code of Ethics to the Compliance Officer or the
Chairman of the Audit Committee.




6.           Proactively
promote ethical behavior by other company officers and employees involved in
financial reporting.




The
Company reserves the right to determine when actual or potential conflicts of
interest exist, and then to take any action, which in the sole judgment of the
Company, is needed to prevent the conflict from continuing.




You will
be held accountable for your adherence to this Code of Ethics.  Your
failure to observe the terms of this Code of Ethics may result in disciplinary
action, up to and including immediate termination of your
employment.









Any
request by you for a waiver of any provision of this Code of Ethics must be in
writing and addressed to the Compliance Officer unless you are a senior
financial officer (chief executive officer, chief financial officer, principal
accounting officer or controller, or persons performing similar functions),
other executive officer or director, in which case it must be addressed to the
Chairman of the Audit Committee.




With
regard to senior financial officers, other executive officers and directors, the
Board will have the sole and absolute discretionary authority,acting upon such
recommendation as may be made by the Audit Committee, to approve any waiver from
this Code of Ethics.  Any waiver for this Code of Ethics for senior
financial officers, other executive officers or directors will be disclosed
promptly on Form 8-K or any other means approved by applicable SEC rules or
listing standards.




Nothing
contained in this Code of Ethics is intended by the Company to be, nor shall it
be construed as, an employment agreement.