Exhibit
14.1  Code of Business Conduct and Ethics





Juniper
Group, Inc.


Code of Business Conduct and
Ethics





THE
JUNIPER GROUP CODE OF BUSINESS CONDUCT AND ETHICS makes compliance with high
standards of business conduct mandatory for every Juniper Group director,
officer, manager and employee. Adherence to the principles in this Code and the
Juniper Group Compliance Program is essential to the efforts of Juniper Group to
gain and keep the confidence and support of all of its stakeholders. Most
important of all, compliance is simply the right thing to do.(1)





The
business of Juniper Group and its various subsidiaries and ventures is far more
complex today than it was when Juniper Group was established. These complexities
create new ethical challenges as we adapt ourselves and our business to new
situations. In light of these challenges, we need a central set of guiding
standards to act as a legal and ethical compass for our directors, officers,
managers and employees ("you"). This Code and Juniper Group's Compliance Program
provide that compass.





Juniper
Group's Compliance Program is composed of three sections:





1.
            This
      Code of Business Conduct and Ethics, which establishes Juniper Group's
      guiding standards for conducting business and applies to all employees and
      the Juniper Group Board of
Directors;





2.
            The
      Finance Code of Ethics which applies to the Juniper Group's Chief
      Executive Officer, Chief Financial Officer, Corporate Controller, and all
      of Juniper Group's worldwide finance employees;
  and








3.
            The
      Juniper Group Corporate Policies and Practices (CPPs), as adopted from
      time to time and set forth in writing, which apply to all
      employees.(2)





While
each section has a specific purpose, together they provide an integrated
approach to the way Juniper Group conducts business.





Our
Compliance Program reflects Juniper Group's commitment to do what is legal and
what is ethical. It is also necessary both to manage the business of Juniper
Group effectively and to meet the constantly changing needs of the marketplace.
It is a critical part of the way we do business. We expect you to understand and
follow the applicable requirements of Juniper Group's Compliance Program, as
well as all applicable laws and rules.





This part
of the Compliance Program, the Code of Business Conduct and Ethics, provides
guidance to recognize and deal with ethical issues, provides mechanisms to
report unethical conduct and fosters a culture of honesty and accountability. It
provides general standards for the operation of our business and reaffirms
Juniper Group's obligation to meet legal requirements.








We
Comply with All Laws, Regulations & Rules





You must
follow the applicable laws, regulations, rules and regulatory orders of every
jurisdiction in which Juniper Group operates, including all insider trading laws
and regulations. Insider trading is unethical and illegal and will be dealt with
decisively. You are charged with the responsibility to acquire appropriate
knowledge of the requirements relating to your duties sufficient to enable you
to recognize potential dangers and to know when to seek legal advice or other
advice on the Juniper Group Compliance Program. Juniper Group understands that
the insider trading rules are complex, so the Corporate Policies and Practices
shall provide more detail as to how to handle and avoid particular
situations.





We
Protect our Shareholders' Assets





Juniper
Group is dedicated to creating value for its shareholders. Our shareholders have
shown confidence in us by investing in Juniper Group. We are obligated to
enhance and protect Juniper Group's assets and ensure their efficient use. That
means you must vigilantly protect Juniper Group's physical property, as well as
tangible, intangible intellectual, and other proprietary property or
information, including trade secrets. In addition, you must use Juniper Group's
assets for only legitimate business purposes.





We
Avoid Even the Appearance of a Conflict of Interest





You
should ensure that your private activities and interests do not interfere with
your responsibilities or the interests of Juniper Group.





Many
situations may arise where your personal interest conflicts, either actually or
in appearance, with the interests of Juniper Group or your loyalty to Juniper
Group. A conflict of interest occurs when one's personal interest interferes in
any way - or even appears to interfere - with the interests of Juniper Group as
a whole. Conflicts of interest can arise if you take actions or have interests
that make it difficult to perform your duty objectively or efficiently.
Conflicts of interest can also arise when you or a member of your family,
receives improper personal benefits due to your position at Juniper Group. In
all instances you should not enter into situations that could result in even the
appearance of a conflict of interest.





You may
not take for yourself personally opportunities that are discovered through the
use of Juniper Group property, information or your position with Juniper Group.
You also may not use Juniper Group property, information or your position for
personal gain, other than through proper employment activities, and you may not
compete with Juniper Group as an employee. Your obligation is to advance Juniper
Group's legitimate interests when the opportunity arises.





Sometimes
the evolving nature of Juniper Group's business changes a previously acceptable
situation into a potential conflict of interest. In these situations you may be
required to discontinue an activity which was previously
acceptable.





We
Maintain Accurate Books and Records





The
Juniper Group books and records must accurately and fairly reflect all
transactions. Juniper Group will maintain a system of internal accounting
controls to ensure that: assets are safeguarded; transactions





conform
to management's authorizations; and accounting records are accurate and comply
with all applicable laws. You must not falsely report transactions, or fail to
report the existence of any known false reports in Juniper Group's accounting
records. Furthermore, you are prohibited from circumventing any policies and
procedures that represent an element of our internal controls.





We
Value Our Employees and their Workplace





Juniper
Group does not engage in discriminatory conduct based on the legally protected
classes outlined in our corporate policies. Our goal is to provide employment
and promotional opportunities for all employees and applicants for employment on
a nondiscriminatory basis. Juniper Group and applicable law prohibit unlawful
discrimination or harassment, including sexual harassment or the creation of a
hostile working environment based on any protected class. This paragraph does
not expand any rights or privileges that exist under applicable laws, but
reflects Juniper Group's commitment to complying with these laws.





Recognizing
the importance of providing Juniper Group employees with a safe and healthful
workplace free of recognized hazards, you are responsible for helping to ensure
the safety of Juniper Group's workplace through personal action and through the
prompt reporting of unsafe conditions. In addition, you may not use violence or
threats of violence at work.





We
Value our Customers





If your
job puts you in contact with customers or potential customers, it is critical
for you to remember that you are Juniper Group to these people. You represent
not only Juniper Group, but all other Juniper Group employees as well. Juniper
Group and its employees have provided products and services for many years and
have built up significant goodwill over that time. This goodwill is one of our
most important assets, and you must act to preserve and enhance our reputation.
You may not misrepresent Juniper Group products or services.





We
Value our Suppliers and Contractors





Our
suppliers, contractors, partners and affiliates make significant contributions
to Juniper Group's success. To create an environment where they have an
incentive to work with Juniper Group, they must be confident that we will treat
them lawfully. If Juniper Group cannot legally do something directly, it will
not do it indirectly through agents, consultants or other third parties. Juniper
Group's policy is to purchase supplies based on need, quality, service, price,
applicable legal requirements and other relevant factors.





We
Compete Vigorously and Fairly





You must
observe high standards of ethical conduct in all relationships with our
competitors. Juniper Group will compete vigorously and effectively, but fairly.
Juniper Group must and will comply with all applicable antitrust laws and
requirements relating to fair competition, including the Foreign Corrupt
Practices Act and other laws relating to international competition. Fair
competition is competition that is based on the value and quality of the
products and services which Juniper Group has to offer to its
customers.








There are
many other types of conduct that the antitrust, trade regulation or competition
laws may prohibit under certain circumstances. Juniper Group understands that
these rules are complex, so the Corporate Policies and Practices provide details
as to how to deal with particular situations.





We
Protect Confidential Information





Others
must be able to interact with us in the knowledge that the content of their
communications and records will be kept confidential and private when
appropriate. We must ensure that the confidential and proprietary information is
protected and that information which Juniper Group discloses is accurate. You
must maintain the confidentiality of information entrusted to you by Juniper
Group and its customers, except where disclosure is authorized or legally
mandated.





You may
not use confidential information in violation of the terms under which it was
disclosed for any reason and you may not allow any third-party to obtain such
information in violation of such terms. Improper acquisition, possession and use
of confidential information of a third party is also improper and can under
certain circumstances be illegal. If you know or have reason to know that
confidential information was wrongfully obtained from the owner of the
information or was obtained from a third party who was under a confidentiality
obligation to the owner you cannot use such information.





We
are Good Corporate Citizens in our Communities





Juniper
Group will apply uniformly high standards of ethics and business conduct in
every country in which it operates, and in every business relationship or
affiliation it has worldwide. In our active pursuit of international business in
an increasingly global economy, Juniper Group will be guided both by the laws
and regulations of the United States and the laws and regulations of the
countries within which we do business. In some circumstances, of course, that
will mean that Juniper Group is subject to different laws and regulations, and
thus will do business somewhat differently from country to country.
Additionally, laws may conflict, however, one thing is constant: wherever we do
business; we are committed to doing business ethically and within the
law.





Juniper
Group is committed to being a responsible corporate citizen within the
communities in which it operates. You must assist these efforts by obeying all
applicable environmental laws.





Reporting
and Compliance with this Code





You must
comply, as applicable, with the standards and principles contained or
referenced, directly or indirectly, in this Code, the Finance Code of Ethics,
and the Corporate Policies and Practices. In addition, you have an obligation to
behave according to high ethical standards. Any potential violations should be
reviewed or reported for legal action, discipline or other corrective
steps.





Part of
your job and your ethical responsibility to Juniper Group is to help Juniper
Group enforce its Compliance Program. You should be alert to possible violations
of the Compliance Program anywhere in Juniper Group. We expect you to report
possible violations promptly. This self-policing is encouraged. You should
report potential violations to your manager, an officer of Juniper Group or one
of Juniper Group's Hotlines (which permit complaints and concerns regarding
employment, accounting and audit





matters
be raised on a confidential and anonymous basis without fear of reprisal), as
appropriate. You should review Juniper Group's Open Door policy for guidance in
this area. We expect you to cooperate in any Juniper Group legal or regulatory
investigation of violations, suspected violations and compliance review. It is a
serious violation for any employee to knowingly raise a false allegation and/or
initiate or encourage reprisal action against any person who in good faith
reports known or potential violations.





Juniper
Group will promptly investigate any reported matter and will take appropriate
corrective and/or disciplinary action. Violations of the law, this Code, the
Finance Code of Ethics, the Corporate Policies and Practices or other Juniper
Group policies, procedures, standards, instructions, practices or the like can
lead to disciplinary action up to and including termination of your employment
and if warranted, the initiation of legal proceedings. Disciplinary action may
also be taken against managers or officers who condone, permit or fail to take
appropriate preventive, corrective or other action against illegal, unethical or
other improper conduct.





Modifications
and Waivers of this Code





Juniper
Group may modify this Code and this Code supersedes and replaces all other
codes, policies or verbal representations to the extent they are inconsistent.
Only the Juniper Group Board of Directors or a Board Committee may waive this
Code of Business Conduct and Ethics for executive officers or Directors and any
such waiver must be promptly disclosed in writing to shareholders.




1.           Throughout
this Code, the term "Juniper Group" refers to Juniper Group, Inc. or any
business unit, subsidiary or majority-owned venture of Juniper
Group.





2.           For employees, this Code does not
modify the "at-will" employment policies of Juniper Group as set forth in the
Juniper Group Corporate Policies and Practices.