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Exhibit 14.1      Code Of Business Conduct And Ethics For The Technology Visions
                  Group's Board Of Directors


                     CODE OF BUSINESS CONDUCT AND ETHICS FOR
                THE TECHNOLOGY VISIONS GROUP'S BOARD OF DIRECTORS

         The Technology Visions Group's Board of Directors has adopted the
following Code of Business Conduct and Ethics for directors of the Company. The
Code is intended to help foster the highest ethical standards, integrity and
accountability; focus the Board and each director on their fiduciary
responsibility for the care of the Company on behalf of the shareholders; give
attention to areas of potential ethical risk and conflicts of interest; provide
guidance to directors to help them recognize and deal with ethical issues; and
establish reporting mechanisms.

         No code or policy can anticipate every situation that may arise. The
Code is intended to serve as a source of guiding principles for directors.
Directors are encouraged to bring questions about particular circumstances that
may bear on one or more of the provisions of this Code to the attention of the
Chairman, who may consult with inside or outside legal counsel as appropriate.

         Any director who is an employee of the Company should read this Code in
conjunction with the Company's Code of Ethics for Executive Officers, which is
applicable to employees.

1.       Conflict of Interest
         --------------------

         Directors shall avoid conflicts of interest with the Company. Any
situation that involves, or may reasonably be expected to involve, a conflict of
interest with the Company shall be disclosed promptly to the Chairman of the
Board.

         A conflict of interest occurs when a director's personal interest
interferes in any way, or appears to interfere, with the interests of the
Company as a whole. Conflicts of interest also arise when a director or a member
of his or her immediate family(1) receives improper personal benefits as a
result of his or her position as a director of the Company.

         Potential conflicts which directors should avoid include:

         o        RELATIONSHIP WITH THIRD PARTIES. Directors may not engage in
                  any conduct or activities which are inconsistent with the
                  Company's best interests or disrupt or impair the Company's
                  relationship with any person or firm with which the Company
                  has or proposes to enter into a business relationship.

         o        GIFTS. Directors and members of their immediate families may
                  not offer, give or accept gifts from persons or firms who deal
                  with the Company where such gift is being made in order to
                  influence the director's actions as a member of the Board, or
                  where acceptance of the gift could create the appearance of a
                  conflict of interest.


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(1) New York Stock Exchange Rule 303A (2)(b) defines "immediate family" to
include a person's spouse, parents, children, siblings, mothers and
fathers-in-law, sons and daughters-in-law, brothers and sister-in-law and anyone
(other than employees of such person) who shares such person's home.

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2.       Corporate Opportunities
         -----------------------

         Directors owe a duty to the Company and the shareholders to advance the
Company's interests when the opportunity to do so arises. Directors may not: (a)
take for themselves personally opportunities that are discovered through the use
of Company property, information or the director's position; (b) use the
Company's property, information or the director's position for personal gain; or
(c) compete with the Company, directly or indirectly, for business opportunities
that the Company is pursuing.

3.       Confidentiality
         ---------------

         Directors shall maintain the confidentiality of information entrusted
to them by the Company and any other confidential information that comes to them
from whatever source in their capacity as a director, except when disclosure is
authorized or legally required. Confidential information includes all non-public
information that might be of use to competitors or harmful to the Company or its
customers if disclosed.

4.       Compliance with Laws, Rules and Regulations; Fair Dealing
         ---------------------------------------------------------

         Directors shall comply with all applicable laws, rules and regulations,
including insider-trading laws.

         Directors shall deal fairly with the Company's customers, suppliers,
competitors and employees and shall not take unfair advantage of anyone through
manipulation, concealment, abuse of privileged information, misrepresentation of
material facts or any other unfair dealing-practices.

5.       Protection and Proper Use of Company Assets
         -------------------------------------------

         Directors shall protect the Company's assets and ensure their efficient
use. All Company assets shall be used for legitimate business purposes.

6.       Encouraging the Reporting of any Illegal or Unethical Behavior
         --------------------------------------------------------------

         Directors shall promote ethical behavior and provide oversight to
ensure that the Company (a) encourages employees to talk to supervisors,
managers and 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 the Company's Business Ethics Policy to appropriate personnel;
and (b) informs employees that Company will not permit retaliation for reports
made in good faith.

7.       Handling News About the Company
         -------------------------------

         Confidential information about the Company, including information that
can be expected to have an impact on the market for the Company's stock may be
released only in accordance with Company guidelines and United States securities
laws. Contacts with media organizations should be handled through the Company's
corporate offices.

8.       Compliance with the Code
         ------------------------

         Directors should communicate any potential concerns regarding the
application of provisions of the Code promptly to the Chairman for review by the
Board or by a person or persons designated by the Board. If a significant matter
exists and cannot be resolved, the director should resign.

March 15, 2004