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                                                                    EXHIBIT 14.1
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                       CODE OF BUSINESS CONDUCT AND ETHICS

         This Code of Business Conduct and Ethics (the "Code") embodies the
commitment of Stellar Technologies, Inc. and its subsidiary entities (the
"Company") to conduct its business in accordance with all applicable laws, rules
and regulations and the highest ethical standards. All employees and members of
our board of directors are expected to adhere to the principles and procedures
set forth in this Code. We also expect consultants we retain generally to abide
by this Code. We expect our people to maintain high ethical standards in
everything they do, both in their work for the Company and in their personal
lives.

         For purposes of Section 406 of the Sarbanes-Oxley Act of 2002 and the
rules promulgated thereunder, Section I of this Code shall be our code of ethics
for senior financial officers.

                                    SECTION I

A.   COMPLIANCE AND REPORTING

         Employees and directors should strive to identify and raise potential
issues before they lead to problems, and should ask about the application of
this Code whenever in doubt. Any employee or director who becomes aware of any
existing or potential violation of this Code should promptly notify the Chief
Executive Officer and, in the case of directors and the Chief Executive Officer,
the President (collectively, the "Senior Officers"). The Company will take such
disciplinary or preventive action as it deems appropriate to address any
existing or potential violation of this Code brought to its attention.

         Any questions relating to how these policies should be interpreted or
applied should be addressed to an appropriate Senior Officer.

B.   PERSONAL CONFLICTS OF INTEREST

         A "personal conflict of interest" occurs when an individual's private
interest improperly interferes with the interests of the Company. Personal
conflicts of interest are prohibited as a matter of Company policy, unless they
have been approved by the Company. In particular, an employee or director must
never use or attempt to use his or her position at the Company to obtain any
improper personal benefit for himself or herself, for his or her family members,
or for any other person, including loans or guarantees of obligations, from any
person or entity.

         Service to the Company should never be subordinated to personal gain
and advantage. Conflicts of interest should be avoided to the extent possible.

         Any employee or director who is aware of a material transaction or
relationship that could reasonably be expected to give rise to a conflict of
interest should discuss the matter promptly with an appropriate Senior Officer.

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C.   PUBLIC DISCLOSURE

         It is the Company's policy that the information in its public
communications, including SEC filings, be full, fair, accurate, timely and
understandable. All employees and directors, who are involved in the company's
disclosure process, including the Senior Officers, are responsible for acting in
furtherance of this policy. In particular, these individuals are required to
maintain familiarity with the disclosure requirements applicable to the Company
and are prohibited from knowingly misrepresenting, omitting, or causing others
to misrepresent or omit, material facts about the Company to others, whether
within or outside the Company, including the Company's independent auditors. In
addition, any employee or director who has a supervisory role in the Company's
disclosure process has an obligation to discharge his or her responsibilities
diligently.

D.   COMPLIANCE WITH LAWS, RULES AND REGULATIONS

         It is the Company's policy to comply with all applicable laws, rules
and regulations. It is the personal responsibility of each employee and director
to adhere to the standards and restrictions imposed by those laws, rules and
regulations.

         Generally, it is both illegal and against Company policy for any
employee or director who is aware of material nonpublic information relating to
the Company, any of the Company's customers or any other private or governmental
issuer of securities to buy or sell any securities of those issuers, or
recommend that another person buy, sell or hold the securities of those issuers.

         More detailed rules governing the trading of securities by the
Company's employees and directors are set forth in the Company's Insider Trading
Policy. Any employee or director who is uncertain about the legal rules
involving his or her purchase or sale of any Company securities or any
securities in issuers that he or she is familiar with by virtue of his or her
work for the Company should consult with an appropriate Senior Officer before
making any such purchase or sale.

                                   SECTION II

A.   CORPORATE OPPORTUNITIES

         Employees and directors owe a duty to the Company to advance the
Company's legitimate business interests when the opportunity to do so arises.
Employees and directors are prohibited from taking for themselves (or directing
to a third party) a business opportunity that is discovered through the use of
corporate property, information or position, unless the Company has already been
offered the opportunity and declined it. More generally, employees and directors
are prohibited from using corporate property, information or position for
personal gain or competing with the Company.

         In circumstances whereby an employee or director wishes to pursue an
opportunity discarded by the company then approval must be sought by the
employee or director. The company will uphold to present before its board
members (excluding interested parties if appropriate) within reasonable time,
and discuss in good faith the request and communicate the same in writing to the
employee or director interested in pursuing the opportunity.

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         Sometimes the line between personal and Company benefits is difficult
to draw, and sometimes both personal and Company benefits may be derived from
certain activities. The only prudent course of conduct for our employees and
directors is to make sure that any use of Company property or services that is
not solely for the benefit of the Company is approved beforehand through the
appropriate Senior Officer.

B.   CONFIDENTIALITY

         In carrying out the Company's business, employees and directors often
learn confidential or proprietary information about the Company, its customers,
prospective customers or other third parties. Employees and directors must
maintain the confidentiality of all information so entrusted to them, except
when disclosure is authorized or legally mandated. Confidential or proprietary
information includes, among other things, any non-public information concerning
the Company, including its businesses, financial performance, results or
prospects, and any non-public information provided by a third party with the
expectation that the information will be kept confidential and used solely for
the business purpose for which it was conveyed. The Company will at all times
retain the right to view this breach of confidentiality as a fundamental breach
of contract.

C.   FAIR DEALING

         It is our stated intention that we succeed through honest business
competition. We do not seek competitive advantages through illegal or unethical
business practices. Each employee and director should endeavor to deal fairly
with the Company's customers, service providers, suppliers, competitors and
employees by acting in good faith, responsibly, with due care, competence and
diligence, without misrepresenting material facts or allowing their independent
judgment to be subordinated. No employee or director should take unfair
advantage of anyone through manipulation, concealment, and abuse of privileged
information, misrepresentation of material facts or any unfair dealing practice.

D.   EQUAL EMPLOYMENT OPPORTUNITY AND HARASSMENT

         Our focus in personnel decisions is on merit and contribution to the
Company's success. Concern for the personal dignity and individual worth of
every person is an indispensable element in the standard of conduct that we have
set for ourselves. The Company affords equal employment opportunity to all
qualified persons without regard to any impermissible criterion or circumstance.
This means equal opportunity in regard to each individual's terms and conditions
of employment and in regard to any other matter that affects in any way the
working environment of the employee. We do not tolerate or condone any type of
discrimination prohibited by law, including harassment.

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E.   PROTECTION AND PROPER USE OF FIRM ASSETS

         All employees should protect the Company's assets and ensure their
efficient use. All Company assets should be used for legitimate business
purposes only.

                                   SECTION III

                              WAIVERS OF THIS CODE

         From time to time, the Company may waive certain provisions of this
Code. Any employee or director who believes that a waiver may be called for
should discuss the matter with an appropriate Senior Officer. Waivers for any
employee or executive officers (including Senior Officers) or directors of the
Company may be made only by the board of directors at a meeting of the board of
directors, and, if granted, must be communicated to the employee or director or
officer in writing by a Senior Officer.







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                                 ACKNOWLEDGMENT

         The undersigned hereby acknowledges receipt of the Stellar
Technologies, Inc. Code of Business Conduct and Ethics and confirms that the
undersigned has read and understands the policy and will abide by its terms.

Acknowledged and confirmed by:


Signature:      _______________________________________


Name (print):   _______________________________________


Date:           _______________________________________
















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