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                                                                   EXHIBIT 14.1


                                 CODE OF ETHICS


     This Code of Ethics is promulgated by the Board of Directors under Section
406 of the Sarbanes Oxley Act of 2002 and the rules of the SEC promulgated
thereunder and applies to the chief executive officer, principal financial
officer, principal accounting officer or controller, or persons performing
similar functions. It contains standards reasonably necessary to promote: honest
and ethical conduct, including the ethical handling of actual or apparent
conflicts of interest between personal and professional relationships; full,
fair, accurate, timely, and understandable disclosure in the periodic reports
required to be filed by the issuer and in other public communications; and
compliance with applicable governmental laws, rules and regulations. It should
be read in conjunction with the company's Code of Business Conduct.

You must:

     1.   Act with honesty and integrity, ethically handling actual or apparent
          conflicts of interest in personal and professional relationships. You
          should recognize that even the appearance of a conflict of interest
          can damage the company. A conflict of interest may exist because of a
          relationship of yours or of a family member that is inconsistent with
          the company's best interests or could cause a conflict with your
          ability to perform your job responsibilities.

     2.   Report to the Chairman of the Audit Committee any transaction that
          reasonably could be expected to give rise to a conflict of interest.

     3.   Produce, or cause to be produced, full, fair, accurate, timely, and
          understandable disclosure in reports and documents that the company
          files with or submits to the Securities and Exchange Commission and in
          other public communications.

     4.   Comply with applicable governmental laws, rules and regulations.

     5.   Promptly report any violation of this Code of Ethics to the Chairman
          of the Audit Committee.

     6.   Proactively promote ethical behavior by other company officers and
          employees involved in financial reporting.

     The  Company  reserves  the right to  determine  when  actual or  potential
conflicts of interest exist, and then to take any action, which in the sole
judgment of the Company, is needed to prevent the conflict from continuing. You
will be held accountable for your adherence to this Code of Ethics. Your failure
to observe the terms of this Code of Ethics may result in disciplinary action,
up to and including immediate termination of your employment. Any request by you
for a waiver of any provision of this Code of Ethics must be in writing and
addressed to the Chairman of the Audit Committee.

     The Board of Directors will have the sole and absolute discretionary
authority to approve any waiver from this Code of Ethics. Any waiver for this
Code of Ethics will be disclosed promptly on Form 8-K or any other means
approved by applicable SEC rules or listing standards.

     [BY SIGNING BELOW, [WHICH YOU WILL DO ANNUALLY,] YOU ACKNOWLEDGE THAT YOU
HAVE READ, UNDERSTAND, AND AGREE TO ADHERE TO THIS CODE OF ETHICS.]


BY:_________________________


NAME: ______________________

                                                Title: _______________________



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