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EXHIBIT 14.1


                                                                  MARCH 22, 2004

                           MICROTEL INTERNATIONAL INC.

                       CODE OF BUSINESS CONDUCT AND ETHICS


INTRODUCTION

         This Code of Business Conduct and Ethics (the "Code") covers a wide
range of business practices and procedures. It does not cover every issue that
may arise, but it sets out basic principles to guide all directors, officers and
employees of MicroTel International Inc. (the "Company") and the Company's
subsidiaries. All of our directors, officers and employees must conduct
themselves accordingly and seek to avoid even the appearance of improper
behavior. The Code should also be provided to and followed by the Company's
agents and representatives, including consultants.

         Directors, officers, employee, agents and representatives of the
Company are encouraged to promptly bring to the attention of the Company's Chief
Executive Officer and the Company's Audit Committee any evidence of a violation
of this Code.

         This Code of Business Conduct and Ethics covers a wide range of
business practices and procedures. It does not cover every issue that may arise,
but it sets out basic principles to guide all directors, officers and employees
of the Company. All of our directors, officers and employees must conduct
themselves accordingly and seek to avoid even the appearance of improper
behavior.

         Nothing in this Code, in any Company policies and procedures, or in
other related communications (verbal or written) creates or implies an
employment contract or term of employment with the Company.

         This Code is subject to modification. This Code supersedes all other
such codes, policies, procedures, instructions, practices, rules or written or
verbal representations to the extent they are inconsistent.

         If a law conflicts with a policy in this Code, you must comply with the
law. If you have any questions about these conflicts, you should ask your
supervisor how to handle the situation.

         Those who violate the standards in this Code will be subject to
disciplinary action, up to and including termination of employment.

COMPLIANCE WITH LAWS, RULES AND REGULATIONS

         Obeying the law, both in letter and in spirit, is the foundation on
which this Company's ethical standards are built. All employees must respect and
obey the laws of the cities, states and countries in which we operate. Although
not all employees are expected to know the details of these laws, it is
important to know enough to determine when to seek advice from supervisors,
managers or other appropriate personnel.

         If requested, the Company will hold information and training sessions
to promote compliance with laws, rules and regulations, including
insider-trading laws.


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CONFLICTS OF INTEREST

         A "conflict of interest" exists when a person's private interest
interferes in any way with the interests of the Company. A conflict situation
can arise when an employee, officer or director takes actions or has interests
that may make it difficult to perform his or her Company work objectively and
effectively. Conflicts of interest may also arise when an employee, officer or
director, or members of his or her family, receives improper personal benefits
as a result of his or her position in the Company. Loans to, or guarantees of
obligations of, employees and their family members may create conflicts of
interest. In addition, loans to directors and officers of the Company are
prohibited.

         It is almost always a conflict of interest for a Company employee to
work simultaneously for a competitor, customer or supplier. You are not allowed
to work for a competitor as a consultant or board member. The best policy is to
avoid any direct or indirect business connection with our customers, suppliers
or competitors, except on our behalf. Conflicts of interest are prohibited as a
matter of Company policy, except under guidelines approved by the Board of
Directors. Conflicts of interest may not always be clear-cut, so if you have a
question, you should consult with higher levels of management, including the
Company's Chief Financial Officer. Any employee, officer or director who becomes
aware of a conflict or potential conflict should bring it to the attention of a
supervisor, manager or other appropriate personnel or consult the procedures
described in the section entitled "Compliance Procedures" set forth below.

INSIDER TRADING

         Employees who have access to confidential 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. 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 illegal. In order to assist with compliance with laws against insider
trading, the Company has adopted a specific policy governing employees, trading
in securities of the Company. This policy has been distributed to every
employee. If you have any questions, please consult the Company's Chief
Financial Officer.

CORPORATE OPPORTUNITIES

         Employees, officers and directors are prohibited from taking for
themselves personally opportunities that are discovered through the use of
corporate property, information or position without the consent of the Board of
Directors. No employee may use corporate property, information, or position for
improper personal gain, and no employee may compete with the Company directly or
indirectly. Employees, officers and directors owe a duty to the Company to
advance its legitimate interests when the opportunity to do so arises.

COMPETITION AND FAIR DEALING

         We seek to outperform our competition fairly and honestly. Stealing
proprietary information, possessing trade secret information that was obtained
without the owner's consent, or inducing such disclosures by past or present
employees of other companies is prohibited. Each employee should endeavor to
respect the rights of and deal fairly with the Company's customers, suppliers,
competitors and employees. No employee should take unfair advantage of anyone
through manipulation, concealment, abuse of privileged information,
misrepresentation of material facts, or any other intentional unfair-dealing
practice.


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         The purpose of business entertainment and gifts in a commercial setting
is to create goodwill and sound working relationships, not to gain unfair
advantage with customers. No gift or entertainment should ever be offered,
given, provided or accepted by any Company employee, family member of an
employee or agent unless it: (1) is not a cash gift, (2) is consistent with
customary business practices, (3) is not excessive in value, (4) cannot be
construed as a bribe or payoff and (5) does not violate any laws or regulations.
Please discuss with your supervisor any gifts or proposed gifts which you are
not certain are appropriate.

DISCRIMINATION AND HARASSMENT

         The diversity of the Company's employees is a tremendous asset. We are
firmly committed to providing equal opportunity in all aspects of employment and
will not tolerate any illegal discrimination or harassment of any kind. Examples
include derogatory comments based on racial or ethnic characteristics and
unwelcome sexual advances.

HEALTH AND SAFETY

         The Company strives to provide each employee with a safe and healthy
work environment. Each employee has responsibility for maintaining a safe and
healthy workplace for all employees by following safety and health rules and
practices of the Company and as required by the laws of the city, state and
country in which an employee resides. In addition, each employee has the
responsibility to report accidents, injuries and unsafe equipment, practices or
conditions.

         Violence and threatening behavior are not permitted. Employees should
report to work in condition to perform their duties, free from the influence of
illegal drugs or alcohol. The use of illegal drugs in the workplace will not be
tolerated.

RECORD-KEEPING

         The Company requires honest and accurate recording and reporting of
information in order to make responsible business decisions. For example, only
the true and actual number of hours worked should be reported.

         Many employees regularly use business expense accounts, which must be
documented and recorded accurately. If you are not sure whether a certain
expense is legitimate, ask your supervisor.

         All of the Company's books, records, accounts and financial statements
must be maintained in reasonable detail, must appropriately reflect the
Company's transactions and must conform both to applicable legal requirements
and to the Company's system of internal controls. Unrecorded or off the books
funds or assets should not be maintained unless permitted by applicable law or
regulation.

         Business records and communications often become public, and we should
avoid exaggeration, derogatory remarks, guesswork, or inappropriate
characterizations of people and companies that can be misunderstood. This
applies equally to e-mail, internal memos, and formal reports. Records should
always be retained or destroyed according to the Company's record retention
policies. In accordance with those policies, in the event of litigation or
governmental investigation please consult the Company's Chief Financial Officer.

CONFIDENTIALITY

         Employees must maintain the confidentiality of confidential information
entrusted to them by the Company or its customers, except when disclosure is
authorized by the Chief Financial Officer or required by laws or regulations.
Confidential information includes all non-public information that might be of
use to competitors, or harmful to the Company or its customers, if disclosed. It
also includes information that suppliers and customers have entrusted to us. The
obligation to preserve confidential information continues even after employment
ends. In connection with this obligation, every employee should have executed a
confidentiality agreement when he or she began his or her employment with the
Company.


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PROTECTION AND PROPER USE OF COMPANY ASSETS

         All employees should endeavor to protect the Company's assets and
ensure their efficient use. Theft, carelessness, and waste have a direct impact
on the Company's profitability. Any suspected incident of fraud or theft should
be immediately reported for investigation. Company equipment should not be used
for non-Company business, though incidental personal use may be permitted.

         The obligation of employees to protect the Company's assets includes
its proprietary information. Proprietary information includes intellectual
property such as trade secrets, patents, trademarks, and copyrights, as well as
business, marketing and service plans, engineering and manufacturing ideas,
designs, databases, records, salary information and any unpublished financial
data and reports. Unauthorized use or distribution of this information would
violate Company policy. It could also be illegal and result in civil or even
criminal penalties.

PAYMENTS TO GOVERNMENT PERSONNEL

         The U.S. Foreign Corrupt Practices Act prohibits giving anything of
value, directly or indirectly, to officials of foreign governments or foreign
political candidates in order to obtain or retain business. It is strictly
prohibited to make illegal payments to government officials of any country.

         In addition, the U.S. government has a number of laws and regulations
regarding business gratuities which may be accepted by U.S. government
personnel. The promise, offer or delivery to an official or employee of the U.S.
government of a gift, favor or other gratuity in violation of these rules would
not only violate Company policy but could also be a criminal offense. State and
local governments, as well as foreign governments, may have similar rules. The
Company's Chief Financial Officer can provide guidance to you in this area.

WAIVERS OF THE CODE OF BUSINESS CONDUCT AND ETHICS

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

REPORTING ANY ILLEGAL OR UNETHICAL BEHAVIOR

         Employees are encouraged to talk to supervisors, managers or other
appropriate personnel about observed illegal or unethical behavior and when in
doubt about the best course of action in a particular situation. It is the
policy of the Company not to allow retaliation for reports of misconduct by
others made in good faith by employees. Employees are expected to cooperate in
internal investigations of misconduct.

         Employees must read the Company's "EMPLOYEE COMPLAINT PROCEDURES FOR
ACCOUNTING AND AUDITING MATTERS," which describes the Company's procedures for
the receipt, retention, and treatment of complaints received by the Company
regarding accounting, internal accounting controls, or auditing matters. Any
employee may submit a good faith concern regarding questionable accounting or
auditing matters without fear of dismissal or retaliation of any kind.


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COMPLIANCE PROCEDURES

         We must all work to ensure prompt and consistent action against
violations of this Code. However, in some situations it is difficult to know if
a violation has occurred. Since we cannot anticipate every situation that will
arise, it is important that we have a way to approach a new question or problem.
These are the steps to keep in mind:

         o    MAKE SURE YOU HAVE ALL THE FACTS. In order to reach the right
              solutions, we must be as fully informed as possible.


         o    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.

         o    CLARIFY YOUR RESPONSIBILITY AND ROLE. In most situations, there is
              shared responsibility. Are your colleagues informed? It may help
              to get others involved and discuss the problem.

         o    DISCUSS THE PROBLEM WITH YOUR SUPERVISOR. This is the basic
              guidance for all situations. In many cases, your supervisor will
              be more knowledgeable about the question, and will appreciate
              being brought into the decision-making process. Remember that it
              is your supervisor's responsibility to help solve problems.

         o    SEEK HELP FROM COMPANY RESOURCES. In the rare case where it may
              not be appropriate to discuss an issue with your supervisor, or
              where you do not feel comfortable approaching your supervisor with
              your question, discuss it locally with your office manager or your
              Human Resources manager.

         o    YOU MAY REPORT ETHICAL VIOLATIONS IN CONFIDENCE AND WITHOUT FEAR
              OF RETALIATION. If your situation requires that your identity be
              kept secret, your anonymity will be protected. The Company does
              not permit retaliation of any kind against employees for good
              faith reports of ethical violations.

         o    ALWAYS ASK FIRST, ACT LATER: If you are unsure of what to do in
              any situation, seek guidance before you act.