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                                                                   Exhibit 14.1


                           NATIONAL QUALITY CARE, INC.

                                 CODE OF ETHICS

                             ADOPTED MARCH 11, 2005

INTRODUCTION

         Our Company's reputation for honesty and integrity is the sum of the
personal reputations of our directors, officers and employees. To protect this
reputation and to promote compliance with laws, rules and regulations, this Code
of Ethics (the "Code") has been adopted by our Board of Directors. This Code is
only one aspect of our commitment. You must also be familiar with and comply
with all other policies contained in our employee policy manual or otherwise
made available to you.

         This Code sets out the basic standards of ethics and conduct to which
all of our directors, officers and employees are held. These standards are
designed to deter wrongdoing and to promote honest and ethical conduct, but will
not cover all situations. If a law conflicts with a policy in this Code, you
must comply with the law; however, if a local custom or policy conflicts with
this Code, you must comply with the Code.

         If you have any doubts whatsoever as to the propriety of a particular
situation, you should submit it in writing to any director who is neither an
employee of the Company nor a consultant to the Company ("Outside Director"),
who will review the situation and take appropriate action in keeping with this
Code, our other corporate policies and the applicable law. If your concern
relates to that individual, you should submit your concern, in writing, to the
President of the Company.

         Those who violate the standards set out in this Code will be subject to
disciplinary action.

1.       SCOPE

         If you are a director, officer or employee (including temporary
employee or independent contractor) of the Company or any of its subsidiaries,
you are subject to this Code.

2.       HONEST AND ETHICAL CONDUCT

         We, as a Company, require honest and ethical conduct from everyone
subject to this Code. Each of you has a responsibility to all other directors,
officers and employees of our Company, and to our Company itself, to act in good
faith, responsibly, with due care, competence and diligence, without
misrepresenting material facts or allowing your independent judgment to be
subordinated and otherwise to conduct yourself in a manner that meets with our
ethical and legal standards.

3.       COMPLIANCE WITH LAWS, RULES AND REGULATIONS

         You are required to comply with all applicable governmental laws, rules
and regulations, both in letter and in spirit. Although you are not expected to
know the details of all the applicable laws, rules and regulations, we expect
you to seek advice from an Outside Director if you have any questions about
whether the requirement applies to the situation or what conduct may be required
to comply with any law, rule or regulation.


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         A.       OUTSIDE DIRECTORS

         Our Outside Directors are responsible for overseeing our compliance
system. Our Outside Directors ensure that there is broad application and
consistent interpretation of our standards in the Company. Any Outside Director
shall report to either or both the Audit Committee or the Nominating and
Corporate Governance Committee, as such Outside Director deems appropriate in
each specific matter.

4.       CONFLICTS OF INTEREST

         You must handle in an ethical manner any actual or apparent conflict of
interest between your personal and business relationships. Conflicts of interest
are prohibited as a matter of policy. Even the appearance of a conflict may
damage your reputation or that of the Company. A "conflict of interest" exists
when a person's private interest interferes in any way with the interests of our
Company. For example, a conflict situation arises if you take actions or have
interests that interfere with your ability to perform your work for our Company
objectively and effectively. Conflicts of interest also may arise if you, or a
member of your family, receive an improper personal benefit as a result of your
position with our Company.

         If you become aware of any transaction or relationship that reasonably
could be expected to give rise to a conflict of interest, you should report it
promptly to an Outside Director.

         Conflicts of interest are prohibited as a matter of Company policy,
except under guidelines approved by the Board of Directors. The standards apply
to certain common situations where potential conflicts of interest may arise.
Although we do not intend to restrict the application of our policies by being
too specific, we are describing below certain situations in which a conflict of
interest may result:

         A.       GIFTS AND ENTERTAINMENT

         Personal gifts and entertainment offered by persons doing business with
our Company may be accepted when offered in the ordinary and normal course of
the business relationship. However, the frequency and cost of any such gifts or
entertainment may not be so excessive that your ability to exercise independent
judgment on behalf of our Company is or may appear to be compromised.

         In any situation where a cash gift is offered or the value of a gift
given exceeds $100, you must disclose all such gifts to an Outside Director. The
Outside Director will report such gifts to the Company's Nominating and
Corporate Governance Committee which will determine how such gifts should be
handled.


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         B.       FINANCIAL INTERESTS IN OTHER ORGANIZATIONS

         The determination whether any outside investment, financial arrangement
or other interest in another organization is improper depends on the facts and
circumstances of each case. Your ownership of an interest in another
organization may be inappropriate if the other organization has a material
business relationship with, or is a direct competitor of, our Company and your
financial interest is of such a size that your ability to exercise independent
judgment on behalf of our Company is or may appear to be compromised. As a
general rule, a passive investment would not likely be considered improper if
it: (i) is in publicly traded shares; (ii) represents less than 1% of the
outstanding equity of the organization in question; and (iii) represents less
than 5% of your net worth. Other interests also may not be improper, depending
on the circumstances.

         C.       OUTSIDE BUSINESS ACTIVITIES

         The determination of whether any outside position an employee may hold
is improper will depend on the facts and circumstances of each case. Your
involvement in trade associations, professional societies, and charitable and
similar organizations will not normally be viewed as improper. However, if those
activities are likely to take substantial time from or otherwise conflict with
your responsibilities to our Company, you should obtain prior approval from your
supervisor. Other outside associations or activities in which you may be
involved are likely to be viewed as improper only if they would interfere with
your ability to devote proper time and attention to your responsibilities to our
Company or if your involvement is with another Company with which our Company
does business or competes. For a director, employment or affiliation with a
Company with which our Company does business or competes must be fully disclosed
to our Company's Board of Directors or the Nominating and Corporate Governance
Committee of the Board of Directors and must satisfy any other standards
established by applicable law, rule (including rule of any applicable stock
exchange or market on which our Company's securities trade) or regulation and
any other corporate governance guidelines that our Company may establish.

         D.       INDIRECT VIOLATIONS

         You should not indirectly, through a spouse, family member, affiliate,
friend, partner, or associate, have any interest or engage in any activity that
would violate this Code if you directly had the interest or engaged in the
activity. Any such relationship should be fully disclosed to an Outside Director
or the President of the Company (or the Board of Directors or the Nominating and
Corporate Governance Committee of the Board of Directors if you are a director
of our Company), who will make a determination as to whether the relationship is
inappropriate, based upon the standards set forth in this Code.

         E.       CORPORATE OPPORTUNITIES

         You are prohibited from taking for yourself, personally, opportunities
that are discovered through the use of corporate property, information or
position, unless the Board of Directors has specifically declined to pursue the
opportunity. You may not use corporate property, information, or position for
personal gain, or to compete with our Company. You owe a duty to our Company to
advance its legitimate interests whenever the opportunity to do so arises.


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5.       FAIR DEALING

         You should endeavor to deal fairly with our Company's suppliers,
competitors and employees and with other persons with whom our Company does
business. You should not take unfair advantage of anyone through manipulation,
concealment, abuse of privileged information, misrepresentation of material
facts, or any other unfair-dealing practice.

6.       PUBLIC DISCLOSURES

         It is our Company's policy to provide full, fair, accurate, timely, and
understandable disclosure in all reports and documents that we file with, or
submit to, the Securities and Exchange Commission and in all other public
communications made by our Company.

7.       FINANCIAL REPORTING RESPONSIBILITIES

         As a public company it is of critical importance that our Company's
filings with the Securities and Exchange Commission be accurate and timely.
Depending on their position with the Company, employees may be called upon to
provide information to assure that the Company's public reports are complete,
fair and understandable. We expect all of our personnel to take this
responsibility very seriously and to provide prompt and accurate answers to
inquiries related to the Company's public disclosure requirements.

8.       CONFIDENTIALITY

         You should maintain the confidentiality of all confidential information
entrusted to you by our Company or by persons with whom our Company does
business, except when disclosure is authorized or legally mandated. Confidential
information includes all non-public information that might be of use to
competitors of, or harmful to, our Company or persons with whom our Company does
business, if disclosed.

9.       INSIDER TRADING

         If you have access to material, non-public information concerning our
Company, you are not permitted to use or share that information for stock
trading purposes, or for any other purpose except the conduct of our Company's
business. All non-public information about our Company should be considered
confidential information. Insider trading, which is the use of material,
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. The prohibition on insider trading applies not only
to our Company's securities, but also to securities of other companies if you
learn of material non-public information about these companies in the course of
your duties to the Company. Violations of this prohibition against "insider
trading" may subject you to criminal or civil liability, in addition to
disciplinary action by our Company.

10.      PROTECTION AND PROPER USE OF COMPANY ASSETS

         You should protect our Company's assets and promote their efficient
use. Theft, carelessness, and waste have a direct impact on our Company's
profitability. All corporate assets should be used for legitimate business
purposes. The obligation of employees to protect the Company's assets includes
its proprietary information. Proprietary information includes intellectual


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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.

11.      INTERPRETATIONS AND WAIVERS OF THE CODE OF ETHICS

         If you are uncertain whether a particular activity or relationship is
improper under this Code or requires a waiver of this Code, you should disclose
it to an Outside Director (or the Board of Directors or Nominating and Corporate
Governance Committee if you are a director or senior executive officer), who
will make a determination as to whether a waiver of this Code is required and,
if required, whether a waiver will be granted. You may be required to agree to
conditions before a waiver or a continuing waiver is granted. However, any
waiver of this Code for an executive officer or director may be made only by our
Board of Directors and will be promptly disclosed to the extent required by
applicable law, rule (including any rule of any applicable stock exchange) or
regulation.

12.      REPORTING ANY ILLEGAL OR UNETHICAL BEHAVIOR

         Our Company desires to promote ethical behavior. Employees are
encouraged to talk to supervisors, managers or other appropriate personnel when
in doubt about the best course of action in a particular situation.
Additionally, employees should promptly report violations of laws, rules,
regulations or this Code to an Outside Director. Any report or allegation of a
violation of applicable laws, rules, regulations or this Code need not be signed
and may be sent anonymously. All reports of violations of this Code, including
reports sent anonymously, will be promptly investigated and, if found to be
accurate, acted upon in a timely manner. If any report of wrongdoing relates to
accounting or financial reporting matters, or relates to persons involved in the
development or implementation of our Company's system of internal controls, a
copy of the report will be promptly provided to the Chairman of the Audit
Committee of the Board of Directors, which may participate in the investigation
and resolution of the matter. It is the policy of our Company not to allow
actual or threatened retaliation, harassment or discrimination due to reports of
misconduct by others made in good faith by employees. Employees are expected to
cooperate in internal investigations of misconduct. We believe that
confidentiality is a priority and every effort will be made to protect your
identity whenever you interact with any element of the compliance system. In
some instances, it may be impossible to keep your identity confidential because
of the demands of conducting a thorough investigation or because of certain
legal requirements.

13.      MISCELLANEOUS

         Violation of any of the standards contained in this Code, or in any
other policy, practice or instruction of our Company, can result in disciplinary
actions, including dismissal and civil or criminal action against the violator.
This Code should not be construed as a contract of employment and does not
change any person's status as an at-will employee.


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         This Code is for the benefit of our Company, and no other person is
entitled to enforce this Code. This Code does not, and should not be construed
to, create any private cause of action or remedy in any other person for a
violation of the Code.


                                 ADOPTED BY RESOLUTION OF THE BOARD OF DIRECTORS

                                 March 11, 2005


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