Exhibit 14.1


              CODE OF ETHICS FOR CEO AND SENIOR FINANCIAL OFFICERS

         The CEO and all senior financial officers, including the CFO and
principal accounting officer, are subject to the following procedures relating
to ethical conduct, conflicts of interest and compliance with law:

         1. The CEO and all senior financial officers 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 Board of Directors and the Audit Committee (if any) 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
Board of Directors and Audit Committee (if any) in fulfilling their
responsibilities.

         2. The CEO and each senior financial officer shall promptly bring to
the attention of the Board of Directors and the Audit Committee (if any) 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. The CEO and each senior financial officer shall promptly bring to
the attention of the General Counsel (if any) or the CEO and to the Audit
Committee (if any) any information he or she may have concerning any violation
of these procedures, including 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. The CEO and each senior financial officer shall promptly bring to
the attention of the General Counsel (if any) or the CEO and to the Audit
Committee (if any) 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 these procedures.

         5. The Board of Directors shall determine, or designate appropriate
persons to determine, appropriate actions to be taken in the event of violations
of these procedures by the CEO or the Company's senior financial officers. Such
actions shall be reasonably designed to deter wrongdoing and to promote
accountability for adherence to these procedures, and shall include written
notices to the individual involved that the Board of Directors has determined
that there has been a violation, censure by the Board of Directors, demotion or
re-assignment of the individual involved, suspension with or without pay or
benefits (as determined by the Board of Directors) 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.