Exhibit 14.1
 TRI-ISTHMUS GROUP, INC.
CORPORATE CODE OF BUSINESS CONDUCT AND ETHICS
FOR DIRECTORS, EXECUTIVE OFFICERS, AND EMPLOYEES
  I. PURPOSE AND ROLE
 Company Board Code
 Executive Officers
 II. POLICIES
 A.
    
    Related Party Transactions and Conflicts of Interest
 Related Party
Transaction Conflict of Interest
 a.
    
    Ownership by a Director, Executive Officer or
employee, or a family member of a Director, Executive Officer or
employee, of a significant financial interest in any outside enterprise
which does, or seeks to do, business with or compete with the Company;
 b.
    
    Serving as a director, officer, partner or
consultant, or in any other key role, in an outside enterprise which
does, or seeks to do, business with or compete with the Company;
  1




---



##### 



c.
    
    Any other arrangement or circumstance,
including family or other personal relationships, which might dissuade
a person from acting in the best interest of the Company;
 e.
    
    The receipt of a personal benefit by a
Director, Executive Officer or an employee as a result of his position
with the Company; and
 f.
    
    Acting as a broker, finder, or other
intermediary for the benefit of a third party in transactions involving
the Company or its interest.
 Section III.A Procedure to Report Potential Conflicts
 B.
    
    Corporate Opportunities
  Section II.B Section III.A
 C.
    
    Confidentiality
 Outside Counsel
  2




---



##### 



D.
    
    Fair Dealing
  E.
    
    Insider Trading
 Exhibit A
 F.
    
    Protection and Proper Use of Company Assets
   3




---



##### 



G.
    
    Compliance with Laws, Rules and Regulations
  H.
    
    Employees Dealing with Government Agencies
  I.
    
    Reporting of Illegal or Unethical Behavior
 Section III.B Procedure to Report
Violations or Suspected Violations
 J.
    
    Financial Statements and Other Records
    4




---



##### 



K.
    
    Public Company Reporting
  L.
    
    Accounting
     Exhibit B
 Exhibit C
  5




---



##### 



M.
    
    Discrimination and Harassment
  N.
    
    Health and Safety
  O.
    
    Political Contributions
  III. COMPLIANCE STANDARDS AND PROCEDURES
   A.
    
    Procedure to Report Potential Conflicts
 Sections II.A B
  6




---



##### 



B.
    
    Procedure to Report Violations or Suspected Violations
 1.
    
    If an individual suspects or has knowledge of misconduct or a
violation of this Code, the matter shall be brought to the attention of the
Chief Executive Officer, unless the disclosing individual in good faith
believes the Chief Executive Officer is unable to objectively investigate the
matter, then to the Director of Human Resources, unless the disclosing
individual in good faith believes the Director of Human Resources is unable to
objectively investigate the matter, then to Outside Counsel.
 2.
    
    All reported violations or suspected violations will be
investigated under the direction and oversight of Outside Counsel or the Human
Resources Department, as appropriate (the Investigating Party). The
Investigating Party may engage employees of the Company and outside legal,
accounting and other advisors, as appropriate, to conduct an investigation of
the report.
 3.
    
    When reporting misconduct or suspected misconduct, the
reporting individual must disclose his or her identity in order to facilitate
the Companys ability to take appropriate steps to address the report,
including conducting an investigation. The Company will exercise care to keep
the identity of any reporting person confidential and privileged subject to
applicable law, unless confidentiality is incompatible with a fair
investigation, there is an overriding reason for identifying or otherwise
disclosing the identity of such person or disclosure is required by law, such
as where a governmental entity initiates an investigation of allegations
contained in the complaint. Furthermore, the identity of a reporting person
may be disclosed if it is reasonably determined that a complaint was made
maliciously or recklessly.
 4.
    
    Any individual involved in any capacity in an investigation of
a possible violation of any law, rule or regulation, or any provision of this
Code should maintain the confidentiality of the investigation and should not
discuss the subject matter of the investigation with anyone other than those
participating in the investigation, unless required by law or when seeking
their own legal advice, if necessary.
  7




---



##### 



5.
    
    Following each investigation, prompt and appropriate remedial
action will be taken as warranted in the judgment of the Investigating Party,
with input from the Chief Executive Officer or the Director of Human Resources,
as appropriate.
 6.
    
    In the event of a violation of the law or any applicable
regulation, the violation may be reported to the appropriate law enforcement
authorities, and will be reported if required by applicable law.
 Consequences of Failure to Comply
  
  IV. AMENDMENT, MODIFICATION, AND WAIVER
  V. NON-RETALIATION
   8




---



##### 



VI. CERTIFICATION
   9




---



##### 



CERTIFICATE OF COMPLIANCE
   LAST NAME (Please Print)
    
    FIRST NAME
    
    MI
 SOCIAL SECURITY NUMBER
    
    
    
    DEPARTMENT NAMESIGNATURE
    
    
    
    DATE
   10




---



##### 



EXHIBIT A
   11




---



##### 



TRI-ISTHMUS GROUP, INC.  INSIDER TRADING POLICY
 Overview
 Section C.3 SEC Inside
 Company Policy
   Why Compliance is Important
  Individuals .
     12




---



##### 



FINRA
 The Company and Executive Officers .
    Statement of Policy .
 Covered Transactions .
 Covered Persons . Insider Insiders
  Definition of Material Non-Public Information . Material Non-Public Information
  13




---



##### 



Examples of Material Non-Public Information .
                Prohibited Trades and Activity by Insiders. MAY NOT
 Section C.6
  Business Partners Code of Ethics
   14




---



##### 



Trading Blackout Periods .
 Pre-Earnings Blackouts .
 st th th st Nasdaq after
 Announcement on Monday
    
    First Day You Can TradeBefore Market Opens
    
    WednesdayWhen Market is Open
    
    ThursdayAfter Market Closes
    
    Thursday
 Director-Level Employees and Above .
 All Other Insiders .
  15




---



##### 



Transactional or Other Blackouts .
 Exceptions .
   Pre-Clearance Requirement .
 Directors and Executive Officers .
 Direct Reports to Chief Executive Officer & President .
 Other Restricted Insiders .
  16




---



##### 



Unauthorized Disclosure .
  Special Obligations of Board of Directors and Executive Officers .
 Information of Other Companies .
 Tipping . Section B
 SIGNATURE
  Signed:Print Name:Date:
  17




---



##### 



EXHIBIT B
   18




---



##### 



TRI-ISTHMUS GROUP, INC.
CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
 PURPOSE
 Board Company Outside Auditors Audit Services
 Charter
  COMMITTEE MEMBERSHIP
  Exchange Act SEC
  19




---



##### 



MEETINGS
    RESPONSIBILITIES AND DUTIES
   20




---



##### 



GAAS
  21




---



##### 



22




---



##### 



23




---



##### 



24




---



##### 



SIGNATURE
  Signed:Print Name:Date:
  25




---



##### 



EXHIBIT C
   26




---



##### 



TRI-ISTHMUS GROUP, INC.
COMPENSATION COMMITTEE CHARTER
 Board Company Charter
 A.
    
    PURPOSE
 Committee CEO
 B.
    
    COMPOSITION
 Bylaws Nasdaq
 Chairman
 C.
    
    MEETINGS
   27




---



##### 



D. AUTHORITY
  (1)
    
    Determine, or recommend to the Board for its determination, the
CEOs annual compensation, including salary, bonus and incentive and
equity compensation; participate with the Board in developing and
evaluating the Companys goals and objectives with respect to
compensation for the CEO; and assist the Board in evaluating the CEOs
performance in light of these established goals and objectives. The
CEO will not be present during voting or deliberations regarding CEO
compensation.
 (2)
    
    Participate with the management in developing, evaluating and
approving the Companys goals and objectives with respect to
compensation for the Companys other principal executive officers,
annually evaluate such other principal executive officers performance
in light of these established goals and objectives and, based upon this
evaluation, establish annual compensation, including salary, bonus and
incentive and equity compensation.
 (3)
    
    Review and gather data to assess the Companys competitive
position with respect to its executive compensation programs, including
consideration of base salaries, annual incentives and long-term
incentives.
 (4)
    
    Review and gather data to assess the Companys competitive
position with respect to its outside director compensation; and
recommend to the Board compensation for outside directors.
  28




---



##### 



(5)
    
    Review, adopt, amend or take any other authorized action
related to, and as provided in, the Companys incentive compensation
and bonus plans and stock-related plans, including without limitation
(a) approving option and restricted stock guidelines and general size
of overall awards, (b) administering employee stock option plans, (c)
approving awards, (d) interpreting the plans, (e) determining rules and
regulations relating to the plans, (f) modifying or canceling existing
awards, (g) designating employees eligible to participate in the plans,
(h) appointing and reviewing the performance of one or more
administrators for the plans and (i) imposing limitations, restrictions
and conditions upon awards.
 (6)
    
    Issue a report on executive compensation in accordance with
applicable rules and regulations for inclusion in the Companys proxy
statement filed with the Securities and Exchange Commission.
 E.
    
    PERFORMANCE EVALUATION
  F.
    
    INVESTIGATIONS AND STUDIES; OUTSIDE ADVISORS
  G.
    
    WEBSITE PUBLICATION
   29