EXHIBIT 14.1


                              NBC ACQUISITION CORP.
                       CODE OF BUSINESS CONDUCT AND ETHICS


I.    INTRODUCTION

We require the highest standards of professional and ethical conduct from our
employees. Our reputation for honesty and integrity among our shareholders is
key to the success of our business. No employee will be permitted to achieve
results through violations of laws or regulations, or through unscrupulous
dealings.

We intend that the Company's business practices will be compatible with the
economic and social priorities of each location in which we operate. Although
customs vary from country to country and standards of ethics may vary in
different business environments, honesty and integrity must always characterize
our business activity.

This Code reflects our commitment to a culture of honesty, integrity and
accountability and outlines the basic principles and policies with which all
employees are expected to comply. Please read this Code carefully.

In addition to following this Code in all aspects of your business activities,
you are expected to seek guidance in any case where there is a question about
compliance with both the letter and spirit of our policies and applicable laws.
This Code sets forth general principles and does not supersede specific policies
and procedures that are covered elsewhere. References in this Code of Ethics to
the Company means the Company or any of its subsidiaries.

Your cooperation is necessary to the continued success of our business and the
cultivation and maintenance of our reputation as a good corporate citizen.

II.   CONFLICTS OF INTEREST

A conflict of interest occurs when an individual's private interest interferes,
or appears to interfere, in any way with the interests of the Company. A
conflict situation can arise when an employee takes actions or has interests
that may make it difficult to perform his or her work effectively. Conflicts of
interest also arise when an employee, officer or director, or a member of his or
her family, receives improper personal benefits as a result of his or her
position in the Company. Loans to, or guarantees of obligations of, such persons
are likely to pose conflicts of interest, as are transactions of any kind
between the Company and any other organization in which you or any member of
your family have an interest.
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Activities that could give rise to conflicts of interest are prohibited unless
specifically approved in advance by the Audit Committee. It is not always easy
to determine whether a conflict of interest exists, so any potential conflicts
of interests must be reported immediately to the Company's Chief Executive
Officer ("CEO"), Chief Operating Officer ("COO"), or Chief Financial Officer
("CFO", and together with the CEO and COO, "Senior Management").

III.  CORPORATE OPPORTUNITIES

Employees, officers and directors are prohibited from taking for themselves
personally opportunities that arise through the use of corporate property,
information or position and from using corporate property, information or
position for personal gain. Employees, officers and directors are also
prohibited from competing with the Company.

IV.   CONFIDENTIALITY

Employees must maintain the confidentiality of information entrusted to them by
the Company or that otherwise comes into their possession in the course of their
employment, except when disclosure is authorized or legally mandated.
The obligation to preserve confidential information continues even after you
leave the Company.

Confidential information includes all non-public information that may be of use
to competitors, or harmful to the Company or its customers, if disclosed. It
also includes information that suppliers and customers have entrusted to us.

V.    PROTECTION AND PROPER USE OF COMPANY ASSETS

All employees should endeavor to protect the Company's assets and ensure their
efficient use. Theft, carelessness and waste have a direct impact on the
Company's profitability. Any suspected incidents of fraud or theft should be
immediately reported for investigation.

Company assets, such as funds, products or computers, may only be used for
legitimate business purposes or other purposes approved by management. Company
assets may never be used for illegal purposes.

The obligation to protect Company assets includes proprietary information.
Proprietary information includes any information that is not generally known to
the public or would be helpful to our competitors. Examples of proprietary
information are intellectual property, business and marketing plans and employee
information. The obligation to preserve proprietary information continues even
after you leave the Company.

VI.    INSIDER TRADING

Insider trading is unethical and illegal. Employees are not allowed to trade in
securities of a company while in possession of material non-public information
regarding that company. It is also illegal to "tip" or pass on inside
information to any other person who might make an investment decision based on
that information or pass the information on further.
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VII.   FAIR DEALING

Each employee should endeavor to deal fairly with the Company's customers,
suppliers, competitors and employees. No employee should take unfair advantage
of anyone through illegal conduct, manipulation, concealment, abuse of
privileged information, misrepresentation of material facts or any other
unfair-dealing practice.

VIII.  COMPLIANCE WITH LAWS, RULES AND REGULATIONS

Compliance with both the letter and spirit of all laws, rules and regulations
applicable to our business is critical to our reputation and continued success.
All employees must respect and obey the laws of the cities, states and countries
in which we operate and avoid even the appearance of impropriety. Employees who
fail to comply with this Code and applicable laws will be subject to
disciplinary measures, up to and including discharge from the Company.

IX.    COMPLIANCE WITH THE ANTITRUST LAWS

The Company believes in fair and open competition, and adheres strictly to the
requirements of the antitrust laws. As a general proposition, any contact with a
competitor may present problems under the antitrust laws. Accordingly, all
employees of the Company should avoid any such contact relating to the business
of the Company or the competitor without first obtaining the approval of Senior
Management.

We note below some general rules concerning contacts with competitors:

o   Agreements among competitors, whether written or oral, which relate to
    prices are illegal per se. In other words, such agreements, by themselves,
    constitute violations of the antitrust laws. THERE ARE NO CIRCUMSTANCES
    UNDER WHICH AGREEMENTS AMONG COMPETITORS RELATING TO PRICES MAY BE FOUND
    LEGAL. Price fixing is a criminal offense, and may subject the Company to
    substantial fines and penalties and the offending employee to imprisonment
    and fines.

o   The antitrust laws may be violated even in the absence of a formal agreement
    relating to prices. Under certain circumstances, an agreement to fix prices
    may be inferred from conduct, such as the exchange of price information, and
    from communications among competitors even without an express understanding.
    Although exchanges of price information are permitted in certain
    circumstances, employees of the Company should not participate in such
    exchanges without first obtaining the approval of Senior Management.

o   It is a per se violation of the antitrust laws for competitors to agree,
    expressly or by implication, to divide markets by territory or customers.
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o   It is a per se violation of the antitrust laws for competitors to agree not
    to do business with a particular customer or supplier. As with agreements to
    fix prices, the antitrust laws can be violated even in the absence of an
    express understanding.

o   Any communication between competitors concerning problems with any customer
    or supplier may violate the antitrust laws and should be avoided.

X.     COMPLIANCE WITH ENVIRONMENTAL LAWS

The Company is sensitive to the environmental, health and safety consequences of
its operations. Accordingly, the Company is in strict compliance with all
applicable Federal and State environmental laws and regulations, including,
among others, the Clean Air Act, the Federal Water Pollution Control Act, the
Resource Conservation and Recovery Act and the Occupational Safety and Health
Act. If any employee has any doubt as to the applicability or meaning of a
particular environmental, health or safety regulation, he or she should discuss
the matter with a member of the Company's Senior Management.

XI.    DISCRIMINATION AND HARASSMENT

We value the diversity of our employees and are committed to providing equal
opportunity in all aspects of employment. Abusive, harassing or offensive
conduct is unacceptable, whether verbal, physical or visual. Examples include
derogatory comments based on racial or ethnic characteristics and unwelcome
sexual advances. Employees are encouraged to speak out when a coworker's conduct
makes them uncomfortable, and to report harassment when it occurs.

XII.   SAFETY AND HEALTH

We are all responsible for maintaining a safe workplace by following safety and
health rules and practices. The Company is committed to keeping its workplaces
free from hazards. Please report any accidents, injuries, unsafe equipment,
practices or conditions immediately to a supervisor or other designated person.
Threats or acts of violence or physical intimidation are prohibited.

In order to protect the safety of all employees, employees must report to work
free from the influence of any substance that could prevent them from conducting
work activities safely and effectively.

XIII.  ACCURACY OF COMPANY RECORDS AND REPORTING

Honest and accurate recording and reporting of information is critical to our
ability to make responsible business decisions. The Company's accounting records
are relied upon to produce reports for the Company's management, shareholders,
creditors, governmental agencies and others. Our financial statements and the
books and records on which they are based must accurately reflect all corporate
transactions and conform to all legal and accounting requirements and our system
of internal controls.
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All employees have a responsibility to ensure that the Company's accounting
records do not contain any false or intentionally misleading entries. We do not
permit intentional misclassification of transactions as to accounts, departments
or accounting periods. All transactions must be supported by accurate
documentation in reasonable detail and recorded in the proper account and in the
proper accounting period.

Business records and communications often become public through legal or
regulatory investigations or the media. We should avoid exaggeration, derogatory
remarks, legal conclusions or inappropriate characterizations of people and
companies. This applies to communications of all kinds, including email and
informal notes or interoffice memos. Records should be retained and destroyed in
accordance with the Company's records retention policy.

XIV.   USE OF E-MAIL AND INTERNET SERVICES

E-Mail systems and Internet services are provided to help us do work. Incidental
and occasional personal use is permitted, but never for personal gain or any
improper purpose. You may not access, send or download any information that
could be insulting or offensive to another person, such as sexually explicit
messages, cartoons, jokes, unwelcome propositions, ethnic or racial slurs, or
any other message that could be viewed as harassment. Also remember that
"flooding" our systems with junk mail and trivia hampers the ability of our
systems to handle legitimate company business and is prohibited.

Your messages (including voice mail) and computer information are considered
company property and you should not have any expectation of privacy. Unless
prohibited by law, the company reserves the right to access and disclose this
information as necessary for business purposes. Use good judgment, and do not
access, send messages or store any information that you would not want to be
seen or heard by other individuals.

Violation of these policies may result in disciplinary actions up to and
including discharge from the Company.

XV.    POLITICAL ACTIVITIES AND CONTRIBUTIONS

We respect and support the right of our employees to participate in political
activities. However, these activities should not be conducted on Company time or
involve the use of any Company resources such as telephones, computers or
supplies. Employees will not be reimbursed for personal political contributions.

We may occasionally express our views on local and national issues that affect
our operations. In such cases, Company funds and resources may be used, but only
when permitted by law and by our strict Company guidelines. The Company may also
make limited contributions to political parties or candidates in jurisdictions
where it is legal and customary to do so. The Company may pay related
administrative and solicitation costs for political action committees formed in

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accordance with applicable laws and regulations. No employee may make or commit
to political contributions on behalf of the company without the approval of
Senior Management.

XVI.   GIFTS AND ENTERTAINMENT

Business gifts and entertainment are customary courtesies designed to build
goodwill among business partners. These courtesies include such things as meals
and beverages, tickets to sporting or cultural events, discounts not available
to the general public, travel, accommodation and other merchandise or services.
In some cultures they play an important role in business relationships. However,
a problem may arise when such courtesies compromise - or appear to compromise -
our ability to make objective and fair business decisions. The same rules apply
to employees offering gifts and entertainment to our business associates.

Offering or receiving any gift, gratuity or entertainment that might be
perceived to unfairly influence a business relationship should be avoided. These
guidelines apply at all times, and do not change during traditional gift-giving
seasons.

The value of gifts should be nominal, both with respect to frequency and amount.
Gifts that are repetitive (no matter how small) may be perceived as an attempt
to create an obligation to the giver and are therefore inappropriate. Likewise,
business entertainment should be moderately scaled and intended only to
facilitate business goals. If, for example, tickets to a sporting or cultural
event are offered, then the person offering the tickets should plan to attend
the event as well. Use good judgment. "Everyone else does it" is not sufficient
justification. If you are having difficulty determining whether a specific gift
or entertainment item lies within the bounds of acceptable business practice,
ask yourself these guiding questions:

o     It is legal?

o     Is it clearly business related?

o     Is it moderate, reasonable, and in good taste?

o     Would public disclosure embarrass the company?

o     Is there any pressure to reciprocate or grant special favors?

Strict rules apply when we do business with governmental agencies and officials,
whether in the U.S. or in other countries, as discussed in more detail below.
Because of the sensitive nature of these relationships, talk with your
supervisor and Senior Management before offering or making any gifts or
hospitality to governmental employees.

XVII.  PAYMENTS TO DOMESTIC AND FOREIGN OFFICIALS

Employees must comply with all laws prohibiting improper payments to domestic
and foreign officials, including the U.S. Foreign Corrupt Practices Act of 1977
(the "Act").
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The Act prohibits an offer, payment, promise of payment or authorization of the
payment of any money or gift to a foreign official, foreign political party,
official of a foreign political party or candidate for political office to
influence any act or decision of such person or party to obtain or retain
business. The Act also prohibits a payment to any person with the intention that
all or a portion of that payment will be offered or given, directly or
indirectly, to any such political person for any such purpose.

Although so-called "grease" payments may not be illegal, the Company's policy is
to avoid such payments. If any employee finds that adherence to the Company's
policy would cause a substantial, adverse effect on operations, that fact should
be reported to Senior Management which will determine whether an exception may
lawfully be authorized. If the facilitating payment is made, such payment must
be properly entered and identified on the books of the Company and all
appropriate disclosures made.

The Act further requires compliance with generally accepted accounting
principles. The Company must continue to maintain financial records which, in
reasonable detail, accurately and fairly reflect transactions. In particular,
all bank accounts that receive or disburse funds on behalf of the Company shall
be properly authorized and any such transactions recorded on the official books
and records of the Company.

Violation of the Act is a criminal offense, subjecting the Company to
substantial fines and penalties and any officer, director, employee or
stockholder acting on behalf of the Company to imprisonment and fines. The Act
prohibits the Company from paying, directly or indirectly, a fine imposed upon
an individual pursuant to the Act.

Violation of this policy may result in disciplinary actions up to and including
discharge from the Company.

XVIII.  REPORTING OF ANY ILLEGAL OR UNETHICAL BEHAVIOR

We have a strong commitment to conduct our business in a lawful and ethical
manner. Employees are encouraged to talk to supervisors, managers or other
appropriate personnel when in doubt about the best course of action in a
particular situation and to report violations of laws, rules, regulations or
this Code. We prohibit retaliatory action against any employee who, in good
faith, reports a possible violation. It is unacceptable to file a report knowing
it to be false.

XIX.   WAIVERS OF THE CODE OF BUSINESS CONDUCT AND ETHICS

Any waiver of this Code for executive officers or directors will be made only by
the Audit Committee and will be promptly disclosed as required by law or stock
exchange regulation.

XX.    COMPLIANCE PROCEDURES

This Code cannot, and is not intended to, address all of the situations you may
encounter. There will be occasions where you are confronted by circumstances not

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covered by policy or procedure and where you must make a judgment as to the
appropriate course of action. In those circumstances we encourage you to use
your common sense, and to contact your supervisor, manager or a member of human
resources for guidance.



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                              NBC ACQUISITION CORP.
             CODE OF ETHICS FOR OUR PRINCIPAL EXECUTIVE OFFICER AND
                           SENIOR FINANCIAL OFFICERS


I.    INTRODUCTION

This Code of Ethics is applicable to the Company's principal executive officer,
principal financial officer and principal accounting officer, or any person
performing similar functions (which are referred to in this Code of Ethics as
"Financial Managers"). References in this Code of Ethics to the Company mean the
Company or any of its subsidiaries.

While the Company and its shareholders expect honest and ethical conduct in all
aspects of our business from all employees, the Company and its shareholders
expect the highest possible standards of honest and ethical conduct from our
Financial Managers. You are setting an example for other employees and are
expected to foster a culture of transparency, integrity and honesty. Compliance
with this Code and the Code of Business Conduct and Ethics is a condition to
your employment and any violations will be dealt with severely.

In accordance with the rules of the U.S. Securities and Exchange Commission (the
"SEC"), any change or waiver of this Code will be immediately disclosed pursuant
to a filing on Form 8-K (or any successor form), dissemination by the Internet
or other electronic means.

II.   CONFLICTS OF INTEREST

A conflict of interest occurs when your personal interests interfere, or appear
to interfere, in any way, with the interests of the Company. A conflict of
interest can arise either when you have interests that may make it difficult for
you to perform your professional obligations fully or when you otherwise take
action for your direct or indirect benefit or the direct or indirect benefit of
a third party that is inconsistent with the interests of the Company. Conflicts
of interest also arise when you, or a member of your family, receive improper
personal benefits as a result of your position in the Company. Loans to, or
guarantees of obligations of, any employees, officers, directors or any of their
family members are likely to pose conflicts of interest, as are transactions of
any kind between the Company and any other entity in which you or any member of
your family have a material interest.

As a Financial Manager, it is imperative that you avoid any investment,
interest, association or other relationship that interferes, might interfere, or
might be thought to interfere, with your independent exercise of judgment in the
Company's best interest and otherwise with your professional obligations to the
Company.
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Any material transaction or relationship that reasonably could be expected to
give rise to a conflict of interest must be disclosed as soon as possible to the
Chairman of the Audit Committee.

III.  ACCURATE PERIODIC REPORTS

As you are aware, full, fair, accurate, timely and understandable disclosure in
the reports and other documents that we file with, or submit to, the SEC and in
our other public communications is critical for us to maintain our good
reputation, to comply with our obligations under the securities laws and to meet
the expectations of our shareholders and other members of the investment
community. You are to exercise the highest standard of care in preparing such
reports, documents and other public communications, or in ensuring that such
reports, documents and other public communications are prepared, in accordance
with the guidelines set forth below.

    o   Compliance with generally accepted accounting principles ("GAAP") in the
        United States is required at all times.  However,  technical  compliance
        with  GAAP may not be  sufficient  and,  to the  extent  that  technical
        compliance with GAAP would render financial information that the Company
        reports misleading, additional disclosure will be required.

    o   Compliance with the Company's system of internal  accounting controls is
        required  at all  times,  and no  action  designed  to  circumvent  such
        controls and procedures will be tolerated.

    o   Compliance  with the  Company's  disclosure  controls and  procedures is
        required  at all  times,  and no  action  designed  to  circumvent  such
        controls and procedures will be tolerated.

IV.   FINANCIAL RECORDS

Financial Managers are responsible for establishing and managing our financial
reporting systems to ensure that:

    o   all business transactions are properly authorized;

    o   all  records  fairly  and  accurately   reflect  the   transactions   or
        occurrences to which they relate.

    o   all  records  fairly and  accurately  reflect in  reasonable  detail the
        Company's assets, liabilities, revenues and expenses.

    o   the   Company's   accounting   records  do  not  contain  any  false  or
        intentionally misleading entries.
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    o   no  transactions  are   intentionally   misclassified  as  to  accounts,
        departments or accounting periods.

    o   all transactions  are supported by accurate  documentation in reasonable
        detail and recorded in the proper  account and in the proper  accounting
        period.

    o   no information is concealed from the internal auditors,  the independent
        auditors, the audit committee or the full board of directors.

V.    COMPLIANCE WITH LAWS

Financial Managers are expected to comply with both the letter and spirit of all
applicable laws and governmental rules and regulations. You will be responsible
for establishing and maintaining procedures to:

    o   educate  members of the finance  department  about  applicable  laws and
        governmental rules and regulations;

    o   monitor compliance of the accounting department with applicable laws and
        governmental rules and regulations; and

    o   identify any possible  violations  of applicable  laws and  governmental
        rules and regulations and report to the audit committee and correct in a
        timely  and  effective  manner  any  violations  of  applicable  laws or
        governmental rules and regulations.

VI.   ETHICAL CONDUCT

Financial Managers will promote the highest standards of ethical and honest
conduct in the finance department. You will be responsible for establishing and
maintaining procedures that:

    o   encourage and reward professional integrity;

    o   eliminate  any  pressure  or  incentive  to achieve  specific  financial
        results  by  altering  any  records  or  other  entries,   or  willfully
        misapplying   accounting   policies  or  GAAP,   or  by  entering   into
        transactions  that are  designed to  circumvent  accounting  controls or
        otherwise disguise the true nature of the transaction; and

    o   encourage members of the accounting department to report deviations from
        accounting policies and practices

VII.  COMPLIANCE WITH THIS CODE

If you fail to comply with this Code of Ethics or applicable laws, rules or
regulations (including without limitation all rules and regulations of the
Securities and Exchange Commission) you will be subject to disciplinary
measures, up to and including discharge from the Company.
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You are expected to report any violations of this Code of Ethics promptly to the
Chairman of the Audit Committee.