EXHIBIT 14.1

                                 CODE OF ETHICS
                          FOR SENIOR FINANCIAL OFFICERS
                     AND THE PRINCIPAL EXECUTIVE OFFICER OF
                     DISTRIBUTION MANAGEMENT SERVICES, INC.

Distribution Management Services, Inc. (the "Company") is committed to
conducting its business in compliance with all applicable laws and regulations
and in accordance with high standards of business conduct. The Company strives
to maintain the highest standard of accuracy, completeness, and disclosure in
its financial dealings, records, and reports. These standards serve as the basis
for managing the Company's business, for meeting the Company's duties to its
stockholders, and for maintaining compliance with financial reporting
requirements. The Company's principal executive officer and all of the Company's
senior financial executives must agree to comply with the following principles
and will promote and support this Code of Ethics, and comply with the following
principles. For the purposes of this Code of Ethics, "senior financial officers"
means the Company's principal financial officer and controller or principal
accounting officer, or persons performing similar functions.

The principal executive officer and each senior financial officer of the Company
will adhere to and advocate the following principals and responsibilities
governing his or her professional and ethical conduct, each to the best of his
or her knowledge and ability.

1.    Act with honesty and integrity and in an ethical manner, avoiding actual
      or apparent conflicts of interest in personal and professional
      relationships.
2.    Promptly disclose to the Company, through the General Counsel, Chief
      Accounting Officer, or Audit Committee, any material transaction or
      relationship that reasonably could be expected to give rise to a conflict
      of interest between personal and professional relationships.
3.    Provide full, fair, accurate, timely, and understandable disclosure in
      reports and documents that the Company files with, or submits to, the SEC
      and in other public communications made by the Company.
4.    Provide constituents with information that is accurate, complete,
      objective, relevant, timely, and understandable.
5.    Comply with applicable rules and regulations of federal, state, and local
      governments and other appropriate private and public regulatory agencies.
6.    Act in good faith, responsibly, with due care, competence and diligence,
      without misrepresenting material facts or allowing his or her independent
      judgment to be subordinated.
7.    Use good business judgment in the processing and recording of all
      financial transactions.
8.    Respect the confidentiality of information acquired in the course of the
      Company's business, except when authorized or otherwise legally obligated
      to disclose such information, and not use confidential information
      acquired in the course of work for personal advantage.
9.    Share knowledge and maintain skills important and relevant to his or her
      constituents' needs.
10.   Promote ethical behavior among constituents in the work environment.
11.   Achieve responsible use of and control over all assets and resources
      employed or entrusted to him or her.
12.   Comply with generally accepted accounting standards and practices, rules,
      regulations and controls.
13.   Ensure that accounting entries are promptly and accurately recorded and
      properly documented and that no accounting entry intentionally distorts or
      disguises the true nature of any business transaction.
14.   Maintain books and records that fairly and accurately reflect the
      Company's business transactions.

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15.   Sign only those documents that he or she believes to be accurate and
      truthful.
16.   Devise, implement, and maintain sufficient internal controls to assure
      that financial record keeping objectives are met.
17.   Prohibit the establishment of any undisclosed or unrecorded funds or
      assets for any purpose and provide for the proper and prompt recording of
      all disbursements of funds and all receipts.
18.   Not knowingly be a party to any illegal activity or engage in acts that
      are discreditable to his or her profession or the Company.
19.   Respect and contribute to the legitimate and ethical objects of the
      Company.
20.   Engage in only those services for which he or she has the necessary
      knowledge, skill, and expertise.
21.   Not make, or tolerate to be made, false or artificial statements or
      entries for any purpose in the books and records of the Company or in any
      internal or external correspondence, memoranda, or communication of any
      type, including telephone or wire communications.
22.   Report to the Company, through the General Counsel, Chief Accounting
      Officer, or Audit Committee any situation where the Code of Ethics, the
      Company's standards, or the laws are being violated.

Those required to comply with this Code of Ethics understand that failure to
comply with this Code of Ethics will not be tolerated by the Company and that
deviations there from or violations thereof will result in serious consequences,
which may include, but may not be limited to, serious reprimand, dismissal or
other legal actions.

The parties subject to this Code of Ethics will acknowledge in writing that they
agree to comply with these requirements.