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                                                                    EXHIBIT 14.1

                         PARK HILL CAPITAL I CORPORATION

                            FINANCIAL CODE OF ETHICS

As a public  company,  it is of  critical  importance  that PARK HILL  CAPITAL I
CORPORATION (PARK HILL ) filings with the Securities and Exchange  Commission be
accurate and timely.  Depending on their position with PARK HILL , employees may
be called upon to provide information to assure that PARK HILL 's public reports
are complete,  fair, and understandable.  PARK HILL expects all of its employees
to take this responsibility seriously and to provide prompt and accurate answers
to inquiries related to PARK HILL 's public disclosure requirements.

PARK  HILL  's  Finance  Department,  when  established,  will  bear  a  special
responsibility   for   promoting   integrity   throughout   PARK   HILL  ,  with
responsibilities  to  stakeholders  both  inside and  outside of PARK HILL . The
Principal  Executive  Officer (CEO),  Chief Financial Officer (CFO), and Finance
Department  personnel  have a special role both to adhere to the  principles  of
integrity  and also to ensure that a culture  exists  throughout  PARK HILL as a
whole that  ensures  the fair and  timely  reporting  of PARK HILL 's  financial
results and  conditions.  Because of this special  role,  the CEO,  CFO, and all
members of PARK HILL 's Finance  Department  are bound by PARK HILL 's Financial
Code of Ethics, and by accepting the Financial Code of Ethics,  each agrees that
they will:

      - Act with honesty and integrity, avoiding actual or apparent conflicts of
interest in personal and professional relationships.

      - Provide  information that is accurate,  complete,  objective,  relevant,
timely  and  understandable  to  ensure  full,  fair,   accurate,   timely,  and
understandable  disclosure  in the  reports and  documents  that PARK HILL files
with, or submits to, government agencies and in other public communications.

      - Comply  with the  rules  and  regulations  of  federal,  state and local
governments, and other appropriate private and public regulatory agencies.

      - Act in good faith, responsibly, with due care, competence and diligence,
without misrepresenting material facts or allowing one's independent judgment to
be subordinated.

      - Respect the  confidentiality  of  information  acquired in the course of
one's work,  except when authorized or otherwise  legally obligated to disclose.
Confidential  information  acquired in the course of one's work will not be used
for personal advantage.

      - Share job  knowledge  and  maintain  skills  important  and  relevant to
stakeholders needs.

      -  Proactively  promote  and  be  an  example  of  ethical  behavior  as a
responsible partner among peers, in the work environment and in the community.

      - Achieve  responsible  use of, and control over, all PARK HILL assets and
resources employed by, or entrusted to yourself, and your department.

      - Receive  the full and active  support  and  cooperation  of PARK HILL 's
Officers,  Sr. Staff,  and all employees in the adherence to this Financial Code
of Ethics.

      -  Promptly  report  to the  CEO  or CFO  any  conduct  believed  to be in
violation of law or business  ethics or in  violation  of any  provision of this
Code of Ethics,  including any transaction or relationship that reasonably could
be expected to give rise to such a conflict.  Further, to promptly report to the
Chair of PARK HILL 's Audit  Committee  such  conduct if by the CEO or CFO or if
they fail to correct such conduct by others in a reasonable period of time.