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EXHIBIT 14.1





MULTI-MEDIA TUTORIAL SERVICES, INC.
CODE OF ETHICS
FOR PRINCIPAL OFFICERS AND DIRECTORS


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               CODE OF ETHICS FOR PRINCIPAL OFFICERS AND DIRECTORS
                                       OF
                       MULTI-MEDIA TUTORIAL SERVICES, INC.

It is the policy of Multi-Media Tutorial Services, Inc., a Delaware corporation,
and its subsidiaries (collectively, the "Company") that all members of the Board
of Directors (individually, a "Director" and collectively, the "Directors") and
the principal executive officer, executive officers and the senior financial
officers (individually, an "Officer", and collectively, the "Officers", and
together with the Directors the "Officers and Directors") of the Company and of
each of the subsidiaries of the Company (collectively, the "Company"), advocate
and adhere to the following principles governing their professional and ethical
conduct in the fulfillment of their respective responsibilities:

      1.    The Officers and Directors shall act with honesty and integrity and
            in an ethical manner and seek to promote the interests of the
            Company when the opportunity arises. The Officers and Directors
            shall endeavor to deal fairly with the Company's customers,
            suppliers, competitors and employees. The Officers and Directors
            shall promote ethical behavior among subordinates and peers.

      2.    The Officers and Directors shall avoid conflicts of interest between
            personal interests and the interests of the Company and seek to
            avoid even the appearance of a conflict. A conflict of interest may
            arise when an individual takes actions or has interests or
            relationships that make it difficult to perform his or her duties
            objectively and effectively, or when an individual uses his or her
            position, or Company assets, for improper benefit. While there is no
            "bright-line" test for what constitutes a conflict of interest and,
            accordingly, not every situation that may give rise to a conflict of
            interest can be enumerated in this Code, the Officers and Directors
            should avoid:

                  a.    competing, either directly or indirectly, with the
                        Company;

                  b.    accepting compensation from a person or entity (other
                        than compensation from the Company) for services
                        performed in the course of an Officer's or a Director's
                        duties;

                  c.    acquiring a financial interest in an entity or entering
                        into an association that interferes or might reasonably
                        be thought to interfere, with the Officer's or the
                        Director's independent exercise of judgment in the best
                        interests of the Company;

                  d.    soliciting, directly or indirectly, from customers,
                        suppliers or others dealing with the Company any kind of
                        gift, cash or other personal benefit (Unsolicited gifts
                        or business entertainment that are of a type typically
                        exchanged in business relationships and are of nominal
                        intrinsic value may be accepted.);

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                  e.    engaging in a consulting, managerial, employment or
                        investing relationship with a competitor, customer,
                        supplier or other party dealing with the Company (other
                        than minimal ownership of publicly traded securities as
                        a passive investment); and

                  f.    taking or otherwise appropriating for personal benefit,
                        or for the benefit of any other person or enterprise,
                        any Company assets or resources or any opportunity or
                        potential opportunity that arises or may arise in any
                        line of business in which the Company engages or is
                        likely to engage without first notifying and obtaining
                        the express approval of the Board of Directors. (For
                        example, acquiring, directly or indirectly, real
                        property, leaseholds, patents or other properties or
                        rights in which the Company has, or is likely to have,
                        an interest is prohibited unless approved by the Board
                        of Directors.)

            Should a conflict or potential conflict arise, the Officers and
            Directors have a strict duty to disclose the matter promptly to the
            Chief Executive Officer or the Chief Financial Officer, who shall
            report such matters to, and seek guidance from, the Board of
            Directors.

      3.    The Officers and Directors shall perform his or her responsibilities
            in such a manner as to ensure that the books and records of the
            Company are accurate and that all periodic reports required to be
            filed with the Securities and Exchange Commission, other reports
            filed with or made to any government or regulatory authority or
            body, and public communications made by the Company, including, but
            not limited to, press releases, contain information that is full,
            fair, accurate, timely and understandable.

      4.    The Officers and Directors shall comply with laws of federal, state
            and local governments (both domestic and international) applicable
            to the Company, and the rules and regulations of agencies having
            jurisdiction over the Company including, but not limited to, the
            laws pertaining to antitrust, insider trading of securities, fair
            disclosure of Company information, and anti-bribery/corruption. The
            Officers and Directors shall also comply with the Company's Code of
            Business Conduct, the Company's Policy on Insider Trading and
            Communications with the Public, and all other Company policies.

      5.    The Officers and Directors shall act in good faith, responsibly,
            with due care and diligence, without misrepresenting or omitting
            material facts or allowing their independent judgment to be
            compromised.

      6.    The Officers and Directors shall use Company assets and resources
            employed or entrusted to each of them in a responsible manner for
            legitimate business purposes and shall respect the confidentiality
            of information acquired in the course of the performance of their
            responsibilities, disclosing it only as authorized for business
            purposes or as otherwise legally obligated. The Officers and
            Directors shall not use Company assets or resources, or confidential
            information acquired in the course of the performance of their
            responsibilities, for personal advantage.

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Each Officer and Director has a strict obligation to promptly report any known
or suspected conflict or potential conflict of interest or other infraction or
potential infraction of this Code of Ethics, whether involving self or others,
to the Chief Executive Officer or the Chief Financial Officer of the Company.
(In the rare situation in which an Officer or a Director prefers to use another
reporting channel, an Officer or a Director may report directly to the Audit
Committee Chair, or committee of the Board of Directors serving in such
capacity, or use the confidential and anonymous reporting system described in
the Company's Code of Business Conduct, to which Officers and Directors are also
subject. Note that anonymous reporting does not satisfy an Officer's or a
Director's obligation to self-report his or her own violations or potential
violations.)

The Chief Executive Officer or the Chief Financial Officer shall discuss all
reports of actual or potential conflicts or violations with the Audit Committee
of the Board of Directors of the Company, or committee of the Board of Directors
serving in such capacity. Reprisals for reporting an actual or possible
violation of this Code of Ethics are strictly prohibited. However, the Board of
Directors shall take appropriate disciplinary action, including, potentially,
dismissal of an Officer or a Director who has violated this Code and, if called
for, refer the matter to regulatory and law enforcement officials.

The Audit Committee, or committee of the Board of Directors serving in such
capacity, shall have the power and authority to monitor compliance with this
Code of Ethics, investigate potential or alleged violations of this Code of
Ethics, review conflicts and apparent conflicts of interest, and make
recommendations as to changes to, or waivers of, this Code of Ethics to the
Board of Directors. Any change or waiver of this Code of Ethics shall be
promptly disclosed.

Each Officer and Director is required, on an annual basis, to acknowledge and
certify as to his or her compliance with this Code of Ethics to the Audit
Committee of the Company's Board of Directors, or committee of the Board of
Directors serving in such capacity.


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