EXHIBIT 14.1


              CODE OF ETHICS FOR CEO AND SENIOR FINANCIAL OFFICERS


         LION, Inc. has adopted a Code of Ethics applicable to its principal
executive officer and financial managers. The CEO and all senior financial
officers, including the CFO and principal accounting officer or controller, are
expected to abide by this Code and the provisions set forth herein relating to
ethical conduct, conflicts of interest and compliance with law, as well as all
business conduct standards and policies relating to areas covered by this Code
applicable to directors and employees of the Company which may be adopted by the
Board from time to time. If a law conflicts with a policy in this Code, you must
comply with the law.

The CEO and all senior financial officers:

   1.    are responsible for full, fair, accurate, timely and understandable
         disclosure in the periodic reports required to be filed by the Company
         with the SEC. Accordingly, it is the responsibility of the CEO and each
         senior financial officer promptly to bring to the attention of the
         Audit Committee any material information of which he or she may become
         aware that affects the disclosures made by the Company in its public
         filings or otherwise assist the Audit Committee in fulfilling its
         responsibilities in a timely manner.

   2.    shall promptly bring to the attention of the Audit Committee any
         information he or she may have concerning (a) significant deficiencies
         in the design or operation of internal controls which could adversely
         affect the Company's ability to record, process, summarize and report
         financial data or (b) any fraud, whether or not material, that involves
         management or other employees who have a significant role in the
         Company's financial reporting, disclosures or internal controls.

   3.    shall promptly bring to the attention of the Company Counsel or the CEO
         and to the Audit Committee any information he or she may have
         concerning any violation of the Company's Code of Business Conduct and
         Ethics, and any actual or apparent conflicts of interest between
         personal and professional relationships, involving any management or
         other employees who have a significant role in the Company's financial
         reporting, disclosures or internal controls.

   4.    shall promptly bring to the attention of the Company Counsel or the CEO
         and to the Audit Committee any information he or she may have
         concerning evidence of a material violation of the securities or other
         laws, rules or regulations applicable to the Company and the operation
         of its business, by the Company or any agent thereof, or of violation
         of this Code of Ethics.

   5.    shall not unduly or fraudulently influence, coerce, manipulate, or
         mislead any authorized audit or interfere with any auditor engaged in
         the performance of an internal or independent audit of LION's financial
         statements or accounting books and records.

   6.    shall comply with rules and regulations of federal, state, provincial
         and local governments, and other appropriate private and public
         regulatory agencies.

   7.    shall avoid conflicts of interest in his or her personal and
         professional relationships that may conflict with the interests of the
         Company or make it difficult to perform his or her Company


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         work objectively and effectively, PROVIDED HOWEVER, that certain actual
         or apparent conflicts of interest shall be permissible if the contract,
         transaction, relationship or interest is disclosed or known to the
         Board of Directors or Board committee, or the shareholders of the
         Company, which in good faith authorizes, approves or ratifies the
         contract, transaction, relationship or interest in accordance with the
         bylaws of the Company.

   8.    shall not use confidential information acquired in the course of one's
         work for personal advantage, nor use or share that information for
         stock trading purposes. The CEO and all senior financial officers shall
         abide by the Company's specific policy governing employees trading in
         securities of the Company.

   9.    The Board of Directors shall determine, or designate appropriate
         persons to determine, appropriate actions to be taken in the event of
         violations of this Code of Ethics by the CEO and the Company's senior
         financial officers. Such actions shall be reasonably designed to deter
         wrongdoing and to promote accountability for adherence to the Code of
         Ethics, and shall include written notices to the individual involved
         that the Board has determined that there has been a violation, censure
         by the Board, demotion or re-assignment of the individual involved,
         suspension with or without pay or benefits (as determined by the Board)
         and termination of the individual's employment. In determining what
         action is appropriate in a particular case, the Board of Directors or
         such designee shall take into account all relevant information,
         including the nature and severity of the violation, whether the
         violation was a single occurrence or repeated occurrences, whether the
         violation appears to have been intentional or inadvertent, whether the
         individual in question had been advised prior to the violation as to
         the proper course of action and whether or not the individual in
         question had committed other violations in the past.

         Any waiver of this Code for the CEO and senior financial officers may
be made only by the Board or a designated Board committee and will be promptly
disclosed as required by law or stock exchange regulation.

         It is the Company's intention that this Code of Ethics be its written
code of ethics under Section 406 of the Sarbanes-Oxley Act of 2002 complying
with the standards set forth in Securities and Exchange Commission Regulation
S-B Item 406.


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