<PAGE>

                                                                  EXHIBIT 11.1

                  ETHICS CODE FOR SENIOR EXECUTIVE OFFICERS

                  ETHICS CODE FOR CHIEF EXECUTIVE OFFICER ("OFFICERS")
                  AND ALL OTHER SENIOR OFFICERS AND EXECUTIVES OF THE
                                   COMPANY ("EXECUTIVES")


         The Chief Executive Officer ("CEO") and all other senior officers and
executives of the company (collectively "Executives") shall serve the company
subject to the following specific ethical obligations:

1.                The CEO and all Executives shall endeavor to comply, and to
                  cause the Company to comply, with all applicable governmental
                  laws, rules and regulations impacting on the Company's
                  business and operations.

2.                The CEO and all Executives shall endeavor to act fairly,
                  honestly, and forthrightly towards each other, other employees
                  of the Company, customers of and vendors to the Company, and
                  the shareholders.

3.                The CEO and all Executives shall not engage in personal or
                  professional relationships with each other, other employees of
                  the Company, customers of or vendors to the Company which are
                  in conflict with the obligations of the Company to such
                  persons, or which may create the appearance of a conflict of
                  interests.

4.                All Executives shall promptly bring to the attention of the
                  CEO, and the CEO shall promptly bring to the attention of the
                  Board of Directors, the Audit Committee or any other
                  appropriate Committee of the Board any information concerning
                  any (a) unethical behavior or dishonest or illegal acts
                  involving any management or other employee who has a
                  significant role in the Company's financial reporting,
                  disclosures or internal controls or which (b) constitutes a
                  violation of this Code of Ethics, including any actual or
                  apparent conflicts of interest between the individual's
                  personal and corporate relationships.

5.                All Executives shall promptly bring to the attention of the
                  CEO and the CEO shall promptly bring to the attention of the
                  Board of Directors, the Audit Committee or any other
                  appropriate Committee of the Board any information concerning
                  any material violation of the Securities Laws or other laws,
                  rules or regulations applicable to the Company and the
                  operation of its business, by the Company or any employee or
                  agent thereof.

6.                The CEO and other Executives will promote full, fair,
                  accurate, and timely disclosure in all reports and other
                  documents the Company files with, or furnishes or submits, to
                  the Securities and Exchange Commission.



                                      -57-
<PAGE>


7.                All Executives shall promptly bring to the attention of the
                  CEO, and the CEO shall promptly bring to the attention of the
                  Board of Directors, the Audit Committee or any other
                  appropriate Committee of the Board, any material information
                  of which she or he may become aware which impugns or suggests
                  the unreliability of the truth and honesty of the disclosures
                  made by the Company in its public filings, or other publicly
                  released statements.

8.                All Executives shall promptly bring to the attention of the
                  CEO, and the CEO shall promptly bring to the attention of the
                  Board of Directors, the Audit Committee or any other
                  appropriate Committee of the Board any information concerning
                  (a) significant deficiencies in the design or operation of
                  internal controls which could adversely affect the Company's
                  ability to record, process, summarize and report financial
                  data or (b) any fraud, whether or not material, that involves
                  management or other employees who have a significant role in
                  the Company's financial reporting, disclosures or internal
                  controls.











                                      -58-