Exhibit
      14.1





SANDERS
      MORRIS HARRIS GROUP INC.








BUSINESS
      ETHICS POLICY







































Dear
      SMHG
      Director, Officer, and/or Employee:




Honesty
      and fairness are important concerns in any business transaction. Recognizing
      this, the Board of Directors has adopted a Business Ethics Policy. This policy
      has not been approved because of any perceived unethical conduct, but rather
      because the pace and complexity of modern business activity frequently make
      it
      difficult to judge how our company would expect us to respond to a given
      situation.




The
      Board
      believes that ethical business is good business from both moral and practical
      standpoints. The trust and respect of all people — fellow workers, customers,
      suppliers, competitors and the general public — are assets which cannot be
      purchased; they can only be earned. Therefore, it is the policy of Sanders
      Morris Harris Group Inc. (“SMHG”) that all its business be conducted according
      to the highest ethical and legal standards.




It
      is
      impractical to list all unethical business practices or all potential conflicts
      of interest that a director, officer or employee may encounter. This statement
      is intended to provide solid guidelines for the conduct of SMHG business. In
      the
      end, we must rely on our individual conscience and careful regard for compliance
      with the law as a measure of our compliance with the SMHG policy.




I
      urge
      each of you to read and to become familiar with the accompanying Business Ethics
      Policy. Your Board wishes to thank each of you for your assistance and for
      your
      continuing observance of SMHG’s high standards.







Sincerely,








Ben
      T.
      Morris,


Chief
      Executive Officer





2





BUSINESS
                ETHICS POLICY
            4Business
                and Accounting Principles
            4Conflict
                of Interest
            5A.
            General
                Guidelines.
            5B.
            Prohibited
                Activities.
            5C.
            Activities
                Requiring Prior Approval.
            6Confidential
                Information
            8A.
            Protection.
            8B.
            Use.
            8Political
                Campaign Contributions
            8A.
            Federal,
                State and Local.
            8B.
            Foreign.
            9C.
            Company-Sponsored
                Employee Campaign Funds.
            9D.
            Individual
                Employee Campaign Contributions.
            9Payments
                to Government Officials or Employees
            9A.
            Legitimate
                Business Transactions.
            9B.
            General
                Guidelines.
            9C.
            Social
                Amenities, Gifts, and Entertainment.
            10Foreign
                Transactions and Payments
            10A.
            Foreign
                Deposits and Accounts.
            10B.
            Purchase
                of Equipment, Parts or Services Abroad.
            10C.
            Payments
                to Company Employees Working Abroad.
            11D.
            Boycotts.
            11Monitoring
                Compliance
            11Annual
                Filing and Disclosure Requirements
            12A.
            Annual
                Filing.
            12B.
            Disclosing
                Amendments and Waivers.
            12








3


**BUSINESS
      ETHICS POLICY**




This
      Business Ethics Policy sets forth the basic principles and guidelines of
      business ethics for employees of Sanders Morris Harris Group Inc. (“SMHG” or the
“Company”). In addition to strict compliance with legal requirements, including
      but not limited to, applicable governmental laws, rules and regulations, all
      employees are expected to be guided by basic principles of honesty and fairness
      in the conduct of the Company’s affairs and to comply with the principles and
      guidelines contained in this Policy. Each executive officer has the
      responsibility to advise the employees under his supervision of applicable
      portions of this Policy and their duties thereunder. For the purpose of this
      Policy an “employee” shall include a director or officer of the
      Company.




**Business
      and Accounting Principles**




|1. | The
              employees and agents of the Company shall comply with all applicable
              legal
              requirements and the highest standard of business, professional and
              personal ethics.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|2. | All
              employees and agents shall exercise reasonable care in protecting and
              conserving the Company’s assets, including information which the Company
              regards as confidential or has agreed to maintain
              confidential.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|3. | The
              use of assets of the Company for any unlawful or improper purpose is
              strictly prohibited.
|-- | -------------------------------------------------------------------------------------------------------------------------



|4. | The
              books and records of the Company shall be maintained and its financial
              statements shall be prepared in conformity with generally accepted
              accounting principles.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|5. | Disclosure
              in reports and documents that the Company files with, or submits to,
              the
              United States Securities and Exchange Commission and in other public
              communications made by the Company shall be full, fair, accurate and
              timely.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|6. | Employees
              must comply with established Company policies and internal controls
              at all
              times.
|-- | -------------------------------------------------------------------------------------------------------------------------------------



|7. | The
              establishment or maintenance of undisclosed or unrecorded funds or
              assets
              of the Company is strictly prohibited.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------



|8. | No
              false or misleading entries shall be made in the books and records
              of the
              Company for any reason.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------



|9. | No
              payment on behalf of the Company shall be approved without adequate
              supporting documentation, nor shall any payment be made with the intention
              or understanding that any part of such payment will be used for any
              purpose other than that described by the documents supporting the payment.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



4




**Conflict
      of Interest**




A.
            General
                Guidelines.




1.  The
      Company requires that each employee work for the Company with undivided loyalty.
      To fulfill this loyalty obligation, all employees should conduct themselves
      in
      all transactions and activities so as to serve the best interest and needs
      of
      the Company. With this in mind, each employee is expected to avoid potential
      conflict of interest situations and to report such situations immediately.




2.  A
      potential conflict of interest may exist whenever an employee enters into a
      transaction or activity, directly or indirectly, with the Company or with a
      customer, supplier, competitor of the Company or with any other person or
      business, when the transaction or activity:




|a. | Might
              reasonably affect or create the appearance of affecting the employee’s
              judgment or decisions exercised on behalf of the Company;
              and/or
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|b. | Might cause a negative public perception of the
            Company.
|-- | --------------------------------------------------------------------




B.
            Prohibited
                Activities.







1.  Employees
      shall not engage in any of the following activities, interests and transactions,
      all of which are inconsistent with the best interest of the
      Company:




|a. | No
              employee shall enter into or maintain any formal or informal employment
              relationship or any other relations involving the receipt of wages,
              salaries, fees or other compensation with a business entity which is
              currently competing with the Company or could compete with the Company
              in
              the future. For the purpose of this Policy, “competing with the Company”
              shall mean engaging in the same type of business activity as that of
              the
              Company. For the purpose of this Policy, a “business entity” shall include
              any supplier, competitor, customer, person, partnership, corporation
              or
              business enterprise and shall include any director, officer, employee,
              agent or representative of any such
              entities.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|b. | No
              employee shall purchase the stock of or acquire any similar interest
              in
              any business entity which competes with the Company. Any employee may,
              however, purchase shares of the publicly-traded capital stock of a
              competing company, provided that at no time may the employee, members
              of
              the employee’s family or any business entity which the employee controls
              own more than 1% of the outstanding shares of any class of security
              of
              that public company.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|**c.** | No
              employee shall receive from any business entity any financial assistance,
              loans or advances of money, property, commissions, fees or compensation
              of
              any kind which could be construed as arising out of, relating to
              or****resulting
              from,**the**employee’s
              participation in the transaction of business between the Company and
              such
              business entity.****
|------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



5






|d. | No
              employee shall enter or promise to enter into any kind of written or
              verbal agreement with any business entity when such undertaking is
              outside
              the scope of the employee’s duties and authority or is not made solely and
              legitimately on behalf of the Company.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|e. | No
              employee shall purchase or sell securities issued by a business entity
              if
              such purchase or sale is based on confidential information or special
              knowledge acquired in the conduct of the business of the Company, or
              if
              the purchase or sale is timed in relation to the Company’s operations in
              such a way that the employee could be regarded as attempting to profit
              by
              the use of such knowledge.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



C.
            Activities
                Requiring Prior Approval.




1.  The
      following activities, interests and transactions might involve potential
      conflict of interest situations. Such transactions and activities are not
      definitively improper; rather, their propriety must be determined in light
      of
      the particular facts and circumstances surrounding each case. These interests
      and transactions shall be disclosed *in
      writing* to and
      approved in advance by the Chief Executive Officer or President of SMHG or
      an
      officer designated by either of them:




|a. | Entering
              into or maintaining any formal or informal employment relationship
              or any
              other relationship involving the receipt of wages, salaries, fees or
              other
              compensation with a business entity which is currently, or could in
              the
              future, conducting business or contracting with the Company. For the
              purpose of this Policy, “conducting business with the Company” shall mean
              purchasing, selling, rendering, furnishing or obtaining data, designs,
              drawings, parts, components, machinery, tools, equipment, materials,
              goods, real estate or services directly to or from the Company or by
              or
              from an employee, agent or representative of the Company. “Contracting
              with the Company” shall mean execution of any contract by or with the
              Company for the purpose of conducting business. Such business activities
              shall hereinafter be collectively referred to as “doing
              business.”
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|b. | Acquiring
              or maintaining any interest not otherwise prohibited by this Policy
              in any
              business entity which the employee knows is doing business or is likely
              to
              be doing business with the Company.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|c. | The
              employee need not report any investments in mutual investment
              trusts.
|-- | -----------------------------------------------------------------------------------------------------




|d. | The
              employee need not report a purchase or acquisition of any stock or
              similar
              interest in a business entity which competes with the Company if the
              employee owns less than 1% of any class of securities of that business
              entity.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|e. | Representing
              the Company in its dealings with any business entity in which the employee
              or a member of his immediate family has or has had within the past
              12
              months a financial, stock, or similar interest in the business entity,
              and
              from whom the employee or a member of his immediate family expects
              to
              receive financial or similar gain.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



6





|f. | Entering
              into any outside paid employment and unpaid services not otherwise
              prohibited by this Policy, other than services in connection with
              charitable, religious, community, professional or similar projects.
              If,
              however, such employment requires an extended amount of time or energy
              of
              the employee which may detract from the employee’s proper performance of
              his expected duties, such outside employment shall be
              prohibited.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|g. | Engaging
              in any transaction or activity for personal profit which could be
              interpreted by the employee, his associates, or persons outside the
              Company as conflicting with the interests of the Company. Using Company
              facilities, equipment, materials or supplies for personal
              profit.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|h. | Giving
              or accepting any substantial gift, favor or other similar benefit (in
              excess of $100), subject to the
              following:
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------




|(i) | Certain
              business courtesies, such as payment for a lunch or dinner or
              entertainment, would not be a gift within the context of this Policy.
              Other business courtesies must receive prior
              approval.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|(ii) | The
              Company’s relationships with its customers may present circumstances in
              which insubstantial gifts or favors are exchanged as an accepted business
              practice without the inference of unethical conduct. These will not
              be
              considered gifts or favors for purposes of this
              Policy.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|(iii) | The
              corporate officer who determines the propriety of gifts, favors or
              other
              similar benefits, given or received, must ensure that such do not exceed
              prudent and conservative bounds. If authority is delegated to give
              such
              approval, the delegate shall be instructed as to proper circumstances
              and
              the limitations to be imposed.
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------






2.  The
      foregoing provisions shall apply to all employees and to their immediate family
      members and close relatives to the extent any of the activities, interests,
      or
      transactions, if engaged in by a family members or relatives, might affect
      the
      judgment or decision-making of an employee with respect to the performance
      of
      his duties. All such activities, interests or transactions shall in any event
      be
      disclosed and approved pursuant to the previously discussed disclosure
      procedure.




3.  Attached
      as Exhibit
      A is a
      form which may be used to request the approval of the Chief Executive Officer
      or
      President of SMHG of any activity, interest or transaction as provided in this
      Paragraph C.




7




**Confidential
      Information**




A.
            Protection.




An
      employee shall not disclose any confidential information about the Company’s
      business or technology or that of its customers or suppliers to any unauthorized
      person either during or after termination of employment. An employee must return
      any documents or records belonging to the Company after termination of his
      employment. Employees must respect confidential information to which they may
      have had access as employees of another company, unless such information is
      made
      available with the consent of the other company or has otherwise become publicly
      available.




B.
            Use.




No
      employee may profit from confidential information acquired during his employment
      with the Company which concerns the Company or its customers or
      suppliers.




**Political
      Campaign Contributions**




Political
      campaign contributions include direct expenditures or contributions, in cash
      or
      property, to candidates for nomination or election to public office or to
      political parties, and indirect assistance or support, except as may be
      incidental to the administration of an authorized Political Action Committee
      (“PAC”).




A.
            Federal,
                State and Local.




Other
      than through a duly authorized and established PAC, no funds or assets of the
      Company shall be used for federal, state or local political campaign
      contributions without the prior written approval of SMHG’s Chief Executive
      Officer or President or their respective designees.




All
      requests for authorization of campaign contributions shall be in writing, shall
      set forth the relevant circumstances of the proposed contributions and shall
      be
      forwarded to SMHG’s Chief Executive Officer, President or their respective
      designees.




No
      political campaign contribution, including contributions made through a PAC,
      shall be made by the Company, in cash or otherwise, if the amount or origin
      of
      the contribution cannot be readily established by reference to the Company’s
      documents and records. All contributions shall be made to the candidate’s
      authorized campaign committee, to a political party or to other recipients
      who
      may legally receive such contributions. All of the Company’s political campaign
      contributions must comply with reporting requirements and evidence of this
      compliance shall be made available to the Chief Executive Officer or President.
      Each contribution shall be clearly recorded on the Company’s books as a
      political campaign contribution or its equivalent and shall not be deducted
      for
      federal, state or local income tax purposes unless authorized under applicable
      law.




8




B.
            Foreign.




The
      Foreign Corrupt Practices Act, described below, prohibits contributions to
      foreign political parties or candidates for foreign political office, for the
      purpose of influencing their actions or to secure, retain or direct business.
      These contributions are prohibited even if the contribution is lawful under
      the
      laws of the country in which it is made. Accordingly, Company policy strictly
      prohibits any payments of corporate funds to, or any use of corporate assets
      for
      the benefit of, any foreign government official, political party or candidate
      for political office.




C.
            Company-Sponsored
                Employee Campaign Funds.




No
      political campaign funds shall be collected by the Company or on its behalf
      among the Company’s employees without the prior approval of SMHG’s Chief
      Executive Officer or President and the prior authorization of the Board of
      Directors. Procedures regarding solicitations, disbursements and administration
      of approved and authorized employee political action committees shall be
      separately promulgated and disseminated in accordance with the procedures
      established by the committee administering the PACs.




D.
            Individual
                Employee Campaign Contributions.




The
      viability of representative government depends upon the political election
      process, and the Company encourages its employees, as individual citizens,
      to
      make personal political contributions to candidates, parties and committees
      of
      their choice. Under no circumstances, however, shall any employee be compensated
      or reimbursed in any way for any personal political contribution, or favored
      or
      prejudiced in any condition of employment or promotion as a result of making
      or
      failing to make any such contribution. An employee may not engage in personal
      political campaign activities on Company time (or cause to be used) Company
      facilities, equipment, materials or supplies for such purpose.




**Payments
      to Government Officials or Employees**




No
      funds
      or assets of the Company shall be paid, loaned, given or otherwise transferred,
      directly or indirectly, to any federal, state, local or foreign government
      official or employee, or to any entity in which such official or employee is
      known to have a material interest, except in accordance with the practices
      and
      procedures set forth below:




A.
            Legitimate
                Business Transactions.




The
      Company shall enter into no transaction with any official, employee or entity
      except for a legitimate business purpose and upon terms and conditions which
      are
      fair and reasonable under the circumstances.




B.
            General
                Guidelines.




The
      Company shall not retain any government official or employee to perform any
      consulting or other services within the scope of his official duties or the
      duties and responsibilities of the governmental body of which he is an official
      or employee.




9




The
      Company shall not retain any government official or employee to perform any
      legal, consulting or other services except under written contract which
      specifies the nature and scope of services to be rendered and provided that
      no
      payment for such services or reimbursement of expenses shall be made by the
      Company, except pursuant to a statement of services so rendered or expenses
      so
      incurred. The above procedures are in addition to any which may otherwise be
      required under separate Company policies relating to the retention of
      consultants.




C.
            Social
                Amenities, Gifts, and
                Entertainment.




The
      Company’s relations with government officials and employees shall be conducted
      in a manner which would not subject the Company to embarrassment or reproach
      if
      publicly disclosed. No gifts of substantial value shall be offered or made,
      and
      no lavish entertainment offered or furnished, to any government official or
      employee. Social amenities, reasonable entertainment or other courtesies may
      be
      extended to government officials or employees only to the extent clearly
      appropriate under applicable customs and practices. Any expenses incurred by
      a
      Company employee in connection therewith shall be specifically designated as
      such by the employee’s immediate supervisor. These procedures are in addition to
      any which may now or hereafter be required under separate Company policies
      relating to conflicts of interest.




**Foreign
      Transactions and Payments**




All
      employees and agents must comply with the ethical standards and applicable
      legal
      requirements of the Foreign Corrupt Practices Act and of each foreign country
      in
      which the Company’s business is conducted.




The
      Foreign Corrupt Practices Act makes it a criminal offense for a United States
      company or agent acting on its behalf to pay anything of value to any foreign
      government official to influence any official action in securing, retaining,
      or
      directing business. This prohibition applies to bribes, kickbacks or like
      payments made directly to such foreign officials and indirectly through
      seemingly legitimate payments, such as commissions or consulting fees paid
      to
      overseas agents or representatives. Because of the broad reach of this statute
      and its harsh criminal penalties, each employee should consult with SMHG’s Chief
      Executive Officer or President before concluding any transaction which even
      appears to involve a foreign payment.




A.
            Foreign
                Deposits and Accounts.




All
      foreign accounts established and maintained by the Company shall be identified
      on the Company’s books and records. All cash payments received by the Company
      from abroad shall be promptly recorded on the Company’s books of accounts and
      deposited in an account maintained with a bank or other approved institution.
      The Company shall not maintain funds abroad in the form of negotiable currency,
      except to the extent reasonably required for normal business
      operations.




B.
            Purchase
                of Equipment, Parts or Services
                Abroad.




Each
      payment by the Company for goods or services outside the United States shall
      be
      supported by documentation reflecting the purpose and nature of such payment.
      All payments of fees and commissions to attorneys, consultants, advisors, agents
      and representatives shall be made by check, draft or other documentary transfer
      drawn to the order of the party duly entitled thereto and shall be made under
      written contract, except when such services are routine in nature and arise
      out
      of the Company’s ordinary course of business. No payment shall be made directly
      to an account maintained by a party in a country other than that in which such
      party resides or maintains a place of business, or in which the party has
      rendered the services for which the payment is made, except under circumstances
      giving no reasonable grounds for belief that the Company would thereby violate
      any local income tax or exchange control laws.




10




All
      payments and billings for equipment, parts or services outside the United States
      shall be made in such a manner that public disclosure of the full details
      thereof would not impugn or jeopardize the Company’s integrity or
      reputation.




C.
            Payments
                to Company Employees Working
                Abroad.




United
      States citizens employed by the Company abroad shall comply with all applicable
      tax and currency control laws of their place of principal employment. No
      employee residing abroad shall be paid any portion of his salary elsewhere
      than
      in his country of residence without written approval of SMHG’s Chief Executive
      Officer or President.




D.
            Boycotts.




It
      is
      contrary to the Company’s policy for its employees to engage in or support a
      restrictive trade practice or boycott imposed by any foreign country against
      a
      country which is friendly to the United States, such as refusing to do business
      with or in a boycotted country, with any business concern organized under the
      laws of a boycotted country or with any national or resident of a boycotted
      country. Further, it is contrary to Company policy for it or its employees
      to
      agree to participate in or cooperate with an international boycott, including
      agreeing to (1) refrain from doing business with or in a boycotted country;
      (2)
      refrain from doing business with any United States individual or company engaged
      in trade with or in a boycotted country; (3) refrain from doing business with
      a
      company whose ownership or management is composed (in whole or in part) of
      individuals of a particular race, nationality or religion; or (4) refrain from
      shipping a product on a carrier owned, leased or operated by a person who does
      not cooperate or participate in an international boycott. Any employee receiving
      a request to further or support a boycott and any employee asked to agree to
      participate in or cooperate with an international boycott should report the
      same
      and consult with SMHG’s Chief Executive Officer or President before taking any
      further action.




**Monitoring
      Compliance**




1.
            It
                shall be the responsibility of all Company officers to ensure proper
                dissemination of and compliance with this
                Policy.




2.
            Each
                agent, representative, consultant or advisor engaged by the Company
                to
                render services shall be furnished a copy of this Policy which shall
                govern such engagement.




11




3.
            Any
                employee who has questions regarding the Policy should discuss the
                matter
                with SMHG’s Chief Executive Officer or President. An employee with
                knowledge of or reasonable belief of any violation must promptly
                report
                such violation to SMHG’s Chief Executive Officer or President. If such
                Chief Executive Officer or President, after reasonable investigation,
                determines that a possible violation has occurred, he must forward
                a
                written report to the Chairman of the Board of Directors. Such Chief
                Executive Officer, President or their respective designee shall take
                appropriate disciplinary action, including dismissal if appropriate,
                with
                respect to those employees involved in any violation. Where the Company
                has suffered a loss, it may pursue its remedies against the individuals
                or
                entities responsible. Where laws have been violated, SMHG will cooperate
                fully with the appropriate authorities. This Policy does not alter
                any
                employee’s at-will relationship with the Company as described in its
                Employee Handbook. Any waivers of this Policy for a director or executive
                officer shall be approved by the Board of Directors or a committee
                of the
                Board of Directors and promptly disclosed as provided
                below.




4.
            At
                time of hire, all employees shall certify on the acknowledgement
                form
                (included in newhire paperwork) that they have read, will comply
                with,
                know where to locate, and understand this policy. Employees are encouraged
                to frequently review the policy for updates. Employees may periodically
                be
                required to sign a letter confirming their compliance with this Code
                and
                disclosing any potential conflicts of interest. The Company reserves
                the
                right to modify, implement, or delete any policy at any time. It
                is the
                employee’s responsibility to read and comply with all such revisions to
                company policy.





5.
            The
                internal audit group of the Company shall, as a part of its regular
                auditing procedures, periodically audit the Company’s records to determine
                compliance with the Policy. This group shall report such results
                in
                writing to the Chief Executive Officer, the President and to the
                Audit
                Committee of the Board of
                Directors.




6.
            In
                reporting on their examination of the Company’s financial statements, the
                Company’s independent auditors shall be requested to state whether or not
                any matter has come to their attention in the course of such examination
                which has led them to suspect or know of any violation of the
                Policy.




**Annual
      Filing and Disclosure Requirements**




A.
            Annual
                Filing.




A
      copy of
      this Policy shall be filed annually as an exhibit to the Company’s annual report
      on Form 10-K or this Policy shall be posted on the Company’s Internet website
      and such posting and the Company’s Internet address shall be disclosed in the
      Company’s annual report on Form 10-K.




B.
            Disclosing
                Amendments and Waivers.




Amendments
      to, and waivers of, this Policy shall be disclosed within two business days
      after the amendment or waiver, either by filing a Form 8-K, or if the Company
      has disclosed in its most recently filed annual report on Form 10-K its
      intention to use its Internet website for such purpose, by posting the
      disclosure on its Internet website. If posted on the Internet website, the
      disclosure shall remain on the Internet website for at least 12 months and
      be
      retained by the Company for five years.


12


Exhibit
      A





Memo
      to:




From:




Subject:  Statement
      of Business Ethics Policy









This
      form
      may be used to request approval of the Chief Executive Officer or President
      of
      Sanders Morris Harris Group Inc. of any activity, interest or transaction as
      provided in paragraph C, “Activities Requiring Prior Approval,” on pages 3
      through 5 of this brochure.




In
      accordance with the above-referenced policy, I wish to disclose the following
      activity, interest or transaction and request your approval:










































If
      you
      have any questions or need additional information, please advise.







13




Exhibit
      B





**ACKNOWLEDGMENT
      AND CERTIFICATION**




**SMHG
      BUSINESS ETHICS POLICY**




I
      have
      received and read the Sanders Morris Harris Group Inc. (“SMHG”) Business Ethics
      Policy (the “Policy”). I understand the standards and policies contained in the
      Policy.




Since
      the
      beginning of the current fiscal year or such or such shorter period of time
      that
      I have been a director, officer or employee of SMHG, I have complied with the
      Policy. I further agree to comply with the Policy for as long as I am subject
      thereto.




If
      I have
      any questions concerning the meaning or application of the Policy or any SMHG
      policies, I know I can contact SMHG’s Chief Executive Officer or
      President.




I
      understand that if I know of any events or transactions that violate the Policy,
      my responsibility is to communicate the information promptly to SMHG’s Chief
      Executive Officer or President.




I
      understand that this acknowledgment and certification will be placed in my
      personnel file for permanent reference.







Name:
      ____________________________





Signature:
      _________________________





Date
      Signed: _______________________








14