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                                                                    Exhibit 14.1

(FORTUNE DIVERSIFIED INDUSTRIES, INC. LOGO)
             STOCK SYMBOL: FFI

               FORTUNE DIVERSIFIED INDUSTRIES, INC. CODE OF ETHICS

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<S>                                                                            <C>
Introduction................................................................   2

1.  Honest and Ethical Behavior.............................................   2

2.  Conflicts of Interest...................................................   3

3.  Compliance with Laws....................................................   3

4.  Insider Trading.........................................................   4

5.  Misrepresentation.......................................................   4

6.  Accounting and Auditing Matters.........................................   5

7.  Accountability for Compliance...........................................   5

8.  Waivers.................................................................   6

9.  Violations..............................................................   6

10. Reporting and Retention of Complaints and Investigations................   6
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INTRODUCTION

Fortune Diversified Industries, Inc. and its subsidiaries (the "Company") and
its directors, officers and employees have committed to conduct business
throughout the world in accordance with the highest ethical standards. This code
of ethics (the "Code") sets out the principles to which all directors, officers
and employees of the Company are expected to adhere and advocate in meeting
these standards. The Board of Directors of the Company has adopted this Code to
promote the following: honest and ethical conduct, including the ethical
handling of actual or apparent conflicts of interest; compliance with applicable
governmental laws, rules and regulations; compliance with the Company's insider
trading policy; full, fair, accurate, timely and understandable disclosure of
the Company's financial results in accordance with applicable disclosure
standards, including, where appropriate, standards of materiality; deterrence of
wrongdoing; and prompt internal reporting of breaches of, and accountability for
adherence to, the Code.

THIS CODE OF BUSINESS CONDUCT COVERS A WIDE RANGE OF BUSINESS PRACTICES AND
PROCEDURES. IT DOES NOT COVER EVERY ISSUE THAT MAY ARISE, BUT IS SETS OUT BASIC
PRINCIPLES TO GUIDE ALL EMPLOYEES OF THE COMPANY. OTHER POLICIES AND PROCEDURES
OF FORTUNE DIVERSIFIED INDUSTRIES, INC. AND ITS SUBSIDIARIES PROVIDE DETAILS
PERTINENT TO MANY OF THE PROVISIONS OF THE CODE AND THUS EMPLOYEES ARE EXPECTED
TO BE AWARE OF, AND TO ACT IN ACCORDANCE WITH, BOTH THIS CODE AND SUCH OTHER
POLICIES AND PROCEDURES AT ALL TIMES.

This Code may be amended only by resolution of the Company's board of directors.

HONEST AND ETHICAL CONDUCT

Company directors, officers and employees have an obligation to promote the best
interests of the Company at all times and exhibit and promote the highest
standards of honest and ethical conduct. Specifically, each director, officer
and employee must:

1) Act with integrity, including being honest and candid while still maintaining
the confidentiality of Company information where required or in the Company's
interests;

2) Adhere to a high standard of business ethics and not seek competitive
advantage through unlawful or unethical business practices;

3) Avoid conflicts of interest wherever possible;

4) Observe, fully, applicable governmental laws, rules and regulations; and

5) Comply with the requirements of applicable accounting and auditing standards
and Company policies in the maintenance of a high standard of accuracy and
completeness in the Company's financial records


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CONFLICTS OF INTEREST

A conflict of interest arises any time a director, officer or employee's
personal interests or activities may influence his or her ability to act in the
best interests of the Company. Similarly, a conflict of interest exists when the
director, officer or employee's loyalties or actions are divided between the
Company's interests and the interest of another person or organization such as a
competitor, supplier, customer, service provider or business partner. Directors,
officers or employees are also expected to avoid the potential for and
appearance of a conflict of interest. Anything that would be a conflict for a
director, officer or employee will also be a conflict if it is related to a
member of his or her family or a close relative. While if is not feasible to
list all possible conflicts of interest, common examples of conflict of interest
situations, if material, include the following:

1) Any significant ownership interest in any supplier or customer;

2) Any consulting or employment relationship with any customer, supplier or
competitor;

3) Any outside business activity that detracts from an individual's ability to
devote appropriate time and attention to his or her responsibilities with the
Company;

4) The receipt of any money, non-nominal gifts or excessive entertainment from
any company with which the Company has current or prospective business dealings.
No one may accept anything of value in exchange for referral of third parties to
any such person or business organization.

5) You may not offer, give, solicit or receive bribes or kickbacks. Under some
statutes, such as the Foreign Corrupt Practices Act, these are criminal actions
that can lead to prosecution.

6) Using proprietary or confidential Company information for personal gain or to
the Company's detriment

Directors, officers and employees must also avoid apparent conflicts of
interest, which occur where a reasonable observer might assume there is a
conflict of interest and, therefore, a loss of objectivity in their dealings on
behalf of the Company.

COMPLIANCE WITH LAWS

It is the Company's policy to comply with all applicable governmental laws,
rules and regulations. It is the personal responsibility of each director,
officer and employee to adhere to the standards and restrictions imposed by
those laws, rules and regulations, including those relating to accounting and
auditing matters.


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Directors, officers and employees of the Company must respect and follow the
laws and regulations of the municipalities and countries in which the Company
conducts business. If a law conflicts with a policy in the Code, directors,
officers and employees must comply with the law; however, if a local custom or
policy conflicts with this Code, officers, directors and employees must comply
with the Code.

INSIDER TRADING

Employees, officers or directors who have access to non-public material
information are not permitted to use or share that information for stock trading
purposes or for any other purpose except the conduct of our business. The term
"trade" includes all securities transactions in the open market, and includes
transactions in Company plans. All non-public information about the Company
should be considered confidential information. To use non-public information for
personal financial benefit or to "tip" others who might make an investment
decision on the basis of this information is not only unethical but also is a
violation of federal securities laws and can result in civil and criminal
penalties. Non-public, material information includes, but is not limited to:
significant new product/service developments, sales and earnings reports or
projections, major contracts with customers or suppliers, plans for stock splits
or buy backs and potential acquisitions or mergers. Such non-public material
information in the case of another company would also include knowledge that the
other company may enter into or is negotiating for a contract important to it
for the sale of property, goods or services to or by the Company. In these
instances where you have such information, you must refrain from buying or
selling or encouraging others to buy or sell the Company's securities or
securities of another company, as the case may be, until the information has
been disclosed to the general public.

Officers and directors of the Company are reminded that they are subject to
additional obligations and to certain reporting requirements under federal
securities laws, which are beyond the scope of, and are not discussed in, this
Code.

MISREPRESENTATION

The Company strives to ensure that the contents of and the disclosures in the
reports and documents that the Company files with the Securities and Exchange
Commission and other public communications are full, fair, accurate, timely and
understandable in accordance with applicable disclosure standards, including
standards of materiality, where appropriate.

Each officer, director and employee must not knowingly misrepresent, or cause
others to misrepresent, facts about the Company to others, whether within or
outside the Company, including to the Company's independent auditors,
governmental regulators, self-regulating organizations and other governmental
officials, as appropriate.


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ACCOUNTING AND AUDITING MATTERS

Any employee of Fortune Diversified Industries, Inc. and its subsidiaries (the
"Company") may submit a good faith complaint regarding accounting or auditing
matters to the management of the Company without fear of dismissal or
retaliation of any kind. The Company is committed to achieving compliance with
all applicable securities laws and regulations, accounting standards, accounting
controls and auditing practices. The Company's Audit Committee of the board of
directors will oversee treatment of employee concerns in this area.

Questionable accounting or auditing matters, include, without limitation, the
following:

     -    fraud or deliberate error in the preparation, evaluation, review or
          audit of any financial statement of the Company;

     -    fraud or deliberate error in the recording and maintaining of
          financial records of the Company;

     -    deficiencies in or noncompliance with the Company's internal
          accounting controls;

     -    misrepresentation or false statement to or by a senior officer or
          accountant regarding a matter contained in the financial records,
          financial reports or audit reports of the Company; or

     -    deviation from full and fair reporting of the Company's financial
          condition.

ACCOUNTABILITY FOR COMPLIANCE WITH THE CODE OF ETHICS

All employees should be alert and sensitive to situations that may violate this
Code. Employees who believe that their own conduct or the conduct of others are
or may be in violation of this Code are strongly encouraged to report their
concerns. If you suspect that a violation of the law or the Code has taken place
or may take place, keep the following guidelines in mind:

- Make sure you have all the facts. In order to reach the right solutions, we
must be as fully informed as possible.

- Ask yourself: What specifically am I being asked to do? Does it seem unethical
or improper? This will enable you to focus on the specific question you are
faced with, and the alternatives you have. Use your judgment and common sense;
if something seems unethical or improper, it probably is.

- Clarify your responsibility and role. In most situations, there is shared
responsibility. Generally, concerns should first be raised with immediate
supervisors who may be able to provide valuable insights or perspectives
pertaining to the conduct in question.

- Failure to make a report regarding a violation of this Code or law is a
violation of these Code standards and may subject you to disciplinary action up
to and including


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termination. You have a right, and at times a legal obligation to call the
Company's attention to situations in which the law or the Code standards have
been breached.

- You may report violations in confidence and without fear of retaliation. The
Company does not permit retaliation of any kind against employees for good faith
reports of ethical violations. To submit a report, follow the procedures on page
7, under

WAIVERS

Any waiver of this Code for directors, officers or employees may be made only by
the Audit Committee of the Board of Directors and will be promptly disclosed as
required by law.

VIOLATIONS

Directors, officers or employees who violate this Code will be subject to
discipline up to and including termination. It is important to note that
discipline also may be imposed upon any supervisory employee whose lack of
supervision, diligence or awareness of the provisions of this Code directly or
indirectly contributed to such violation, who fail to respond appropriately to a
report of a possible violation, or who fails to cooperate with any investigation
of a reported possible violation.

All material violations of this Policy or matters involving financial or legal
misconduct will be reported to the Audit Committee of the Board of Directors on
at least a quarterly basis or more frequently depending upon the level of
severity of the violation.

REPORTING AND RETENTION OF COMPLAINTS AND INVESTIGATIONS

All employees, officers and directors should report violations of laws,
regulations, rules or this Code. If you are concerned that someone has violated
or may violate any law or Code standard, you may report these concerns to the
Company's CFO. If you have any concerns regarding questionable accounting,
auditing or disclosure practices of the Company, you may report these concerns
directly to the Company's Audit Committee. You may submit those concerns to the
CFO or Audit Committee as follows:

     -    To report a confidential and anonymous complaint via the web visit
          https:// ffi.silentwhisle.com or www.silentwhistle.com and follow the
          instructions on the website.

     -    To report a confidential and anonymous complaint via the telephone
          call (877) 874-8416. Phone service is available nationwide 24 hours
          per day, 365 days per year.

     -    To report a confidential and anonymous complaint via letter please
          write Fortune Diversified Industries, Inc., 6402 Corporate Drive,
          Indianapolis, IN 46278 ATTN: CFO or Audit Committee

     -    The Audit Chairman and CFO will maintain a log of all complaints,
          tracking their receipt, investigation and resolution and shall prepare
          a periodic summary


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          report thereof for the Audit Committee. Copies of complaints and such
          log will be maintained in accordance with the Company's document
          retention policy.

     -    The Company will not discharge, demote, suspend, threaten, harass or
          in any manner discriminate against any employee in the terms and
          conditions of employment based upon any lawful actions of such
          employee with respect to good faith reporting of complaints regarding
          Accounting Matters or otherwise as specified in Section 806 of the
          Sarbanes-Oxley Act of 2002


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