Exhibit
      14.1








POLICY
      STATEMENT


ON


BUSINESS
      ETHICS AND CONFLICTS OF INTERESTS





I.
      INTRODUCTION; CERTIFICATE OF COMPLIANCE





This
      Policy Statement on Business Ethics and Conflicts of Interests is being issued
      to employees of Warning Management Services Inc. ("WNMI" or the "Company")
      to
      confirm the Company's commitment to conduct business in an ethical manner and
      in
      full compliance with applicable law. It is the Company's expectation that our
      employees will read and become familiar with the principles expressed in this
      Policy Statement, and that those principles will be adhered to by all employees
      in the discharge of their responsibilities. Employees will be required from
      time
      to time to affirm their understanding of these principles and their agreement
      to
      adhere to them, by signing the Certificate of Compliance that appears at the
      end
      of this Policy Statement, and returning it to management.





II.
      SUMMARY OF PRINCIPLES; SPECIAL SITUATIONS





WNMI
      employees are expected to comply with all laws governing its operations, and
      to
      conduct business in accordance with the highest ethical standards. WNMI asks
      the
      same high standard of conduct of its employees on or off its property. The
      following is a summary of principles which guide WNMI's business practices
      under
      these policies. Although we believe that these principles will address almost
      every situation, it may be appropriate to consult with management even when
      a
      gift or other item falls within the guidelines. That might be the case when
      the
      kind of service provided to WNMI by the outside party is particularly sensitive,
      or when a gift or entertainment item might be very unusual under the
      circumstances. In such cases, WNMI requires that the employee either get advance
      approval from management, or, where advance approval is not practical, the
      employee should request approval to retain the item in question.





1.
      Employees shall not be involved in any activity, including personal investment,
      which is or gives the appearance of conflict of interest with the business
      of
      WNMI. Outside business interests require the prior approval of
      WNMI.





2.
      Employees dealing with contractors, carriers, suppliers, consultants, customers
      and other persons having business with the company, shall conduct such
      activities in the best interests of WNMI, without favor or
      preference.





3.
      Gifts,
      hospitality (meals and the like), entertainment or anything of value, beyond
      commonly recognized limits, shall not be accepted by employees or their family
      members from any person who has business dealings with WNMI. Gifts, hospitality
      and entertainment which, because of their nature or value, might reasonably
      be
      expected to influence the employee's independent judgment, are beyond acceptable
      limits. Such value will be measured by the usual standard of living of both
      the
      employee and the other person.





4.
      Under
      no circumstances may cash payments be made to customers. Other gifts, favors
      and
      entertainment extended to customers are to be limited in kind and value. The
      terms of a customer's employee gift policy will be honored by WNMI without
      exception.





5.
      Employees in a subordinate/supervisory relationship are not to exchange favors
      or gifts which could, or appear, to give rise to an obligation. Employees may
      not use Company property as gifts for other employees.





6.
      The
      Company's property (supplies, personal computers, etc.) is to be used by
      employees only for the Company's business purposes. Company property may not
      be
      sold or otherwise disposed of, except in the ordinary course of business. All
      employees will be expected to properly account for all Company property for
      which they are responsible.





7.
      Employees shall not use WNMI's proprietary information or trade secrets, other
      than as required by WNMI.










8.
      WNMI
      independently and unilaterally determines the prices and terms of sale of its
      products. Employees shall not make any agreement with a competitor affecting
      the
      prices, terms, or conditions of sale of WNMI products in relation to those
      of a
      competitor. Employees shall not exchange information with respect to prices,
      cost, or other aspects of competition with any WNMI competitor, or with any
      other person.





III.
      FINANCIAL INTERESTS IN OUTSIDE BUSINESSES





1.
      A
      conflict of interest exists if an employee, or an immediate family member of
      an
      employee, has a significant financial interest in a competitor of WNMI, or
      which
      has business dealings with WNMI. A "significant financial interest" is one
      which
      is so substantial to the employee that it might appear to create a potential
      risk of interference with the employee's independent exercise of judgment in
      the
      best interest of WNMI.





2.
      Before
      an employee or immediate family member acquires a financial interest (or if
      such
      person already has an interest) which appears to create a possible conflict
      of
      interest, the employee should promptly disclose the facts in writing to
      management, so that a determination can be made as to whether a conflict of
      interest does exist. The employee will be expected to take whatever action
      is
      determined by WNMI to be appropriate to resolve any conflict


which
      it
      finds to exist.





IV.
      OTHER
      INVOLVEMENT IN OUTSIDE BUSINESSES





1.
      A
      conflict of interest exists if an employee engages as a director, officer,
      employee, promoter or consultant in an outside business which (a) is a
      competitive business, or (b) has business dealings with WNMI in which the
      employee participates or is able to exert influence, or (c) interferes with
      the
      employee's obligation to devote full time and attention to his or her job
      responsibilities, or (d) operates in a manner which reflects adversely upon
      WNMI. A conflict of interest may also arise when an immediate family member
      is a
      director, officer, employee, or consultant with a company which is a competitive
      business, or which has business dealings with WNMI in which the employee
      participates or is able to exert influence.





2.
      Before
      an employee or immediate family member becomes involved in an outside business
      (or if such person already is involved) which creates a possible conflict of
      interest, the employee should promptly disclose the facts in writing to
      management, so that a determination can be made as to whether a conflict of
      interest does exist. The employee will be expected to take whatever action
      is
      determined by WNMI to resolve any conflict which it finds to exist.





V.
      RECEIPT OF EMPLOYMENT-RELATED GIFTS





A.
      General





1.
      No
      employee or immediate family member may accept from any person or company which
      has business dealings with WNMI, gifts or gratuities (including favors,
      consideration, discounts, and the like, which are not generally available to
      all
      WNMI employees) which go beyond common courtesies usually associated with
      accepted business practice.





2.
      In no
      event may a WNMI employee accept in any one year from any person which has
      business dealings with WNMI, a gift or series of gifts which the employee should
      reasonably believe has a value exceeding $300.





3.
      No
      employee may accept cash or cash equivalents (gift certificates, credits, etc.)
      of any amount from any person which has business dealings with
      WNMI.





4.
      In
      those circumstances where the nature of the relationship with the third party
      is
      unusually sensitive or the gift in question seems extraordinary, the employee
      must either obtain advance approval from management, or, where advance approval
      is not practical, the employee must request approval to retain the item in
      question.












B.
      Entertainment





1.
      No
      employee or immediate family member may accept, from any person having business
      dealings with WNMI, entertainment which goes beyond common courtesies usually
      associated with accepted business practice.





2.
      Employees may accept invitations to lunch, dinner, or other social events (ball
      games, concerts, etc.) as an expression of normal business courtesy, provided
      that they are not intended to induce special consideration or
      advantage.





3.
      In
      those circumstances where the nature of the relationship with the third party
      is
      unusually sensitive or the event in question seems extraordinary, the employee
      must obtain advance approval from management.





C.
      Gifts
      Between Employees





Employees
      in a subordinate/supervisory relationship are not to exchange favors or gifts
      which could or appear to give rise to an obligation.








VI.
      Relationships With Customers





A.
      General





It
      is
      recognized that business practices and common courtesy sometimes require that
      gifts, favors, and entertainment be extended to present or prospective
      customers. These occasions are strictly limited and may not involve secret
      commissions, hidden gratuities, or payments to third parties who might have
      influence on such customers.





B.
      Gifts,
      Favors, and Entertainment





Gifts,
      favors, and entertainment may be extended to any customer or prospective
      customer, only if all of the following conditions are met:





1.
      They
      are not in violation of any applicable law.





2.
      They
      are not for the purpose of securing a preferential customer action, but rather
      are given as a courtesy for a courtesy received, or to build goodwill, much
      as
      one would do socially.





3.
      They
      are not in violation of generally accepted ethical standards.





4.
      They
      are of such limited value, and are in such form, that they cannot be construed
      as a bribe or payoff.





5.
      The
      customer has not advised that it has a policy against or otherwise limits
      receipt of gifts, favors, and entertainment by its employees and agents. Any
      such customer policy must be adhered to strictly.





6.
      Public
      disclosure of the facts surrounding them would not embarrass WNMI or the
      customer in any way.
















CERTIFICATE
      OF COMPLIANCE





I
      have
      read and understand the WNMI, Inc. Policy Statement on Business Ethics and
      Conflicts of Interests. This will confirm that I will adhere in all respects
      to
      the principles and rules contained in the Policy Statement. If I am in doubt
      about whether any given proposed conduct will be in compliance with such
      principles and rules, I will seek (and follow) guidance as required by the
      Policy Statement. I further confirm my understanding that any failure to comply
      with these principles and rules will subject me to disciplinary action, up
      to
      and including dismissal from employment with the Company.





I
      certify
      to the Company that I am not in violation of the Policy Statement, unless I
      have
      noted such violation in a signed Statement of Exceptions attached to this
      Certificate.





-------------------------------


(Signature)





Name:
      ______________________


(Please
      Print)





Position
      _____________________





Location
      _____________________





Date
      ________________________





[
      ] A
      Statement of Exceptions is attached.





[
      ] No
      Statement of Exceptions is attached.