Exhibit 14.1

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                                 Z A N E T T
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                               THE ZANETT GROUP














                          Corporate Code of Ethics
































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      THE ZANETT GROUP 135 EAST 57 STREET, FLOOR 15 NEW YORK, NY 10021
                   TEL: 212 759 5700  FAX: 212 750 3001
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CORPORATE CODE OF CONDUCT
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A Message About the Code from the Chairman and CEO
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To Zanett Employees:

One of our company's most valuable assets is its reputation for integrity and
fairness. Maintaining this reputation is one of our most important jobs.
Our Corporate Code of Conduct requires us to conduct our business consistent
with our values and in accordance with applicable laws. It requires that we
be responsive to the concerns of the communities in which we operate and
exercise the highest degree of honesty and integrity in our dealings with
others.

These guidelines are intended to help each of us understand our
responsibilities and make the right choices. They are also meant to stimulate
awareness of ethical issues that we may encounter in our daily business
activities. Doing the right thing begins with basic honesty and integrity.
More than ever, it also depends on our good judgment and sensitivity to the
way others see us and how they may interpret our actions.

Each of us is responsible for Zanett's reputation. I am confident that you
will join me in maintaining the honesty and integrity in our business
activity that has made Zanett not only an industry leader, but also a place
where we can be proud to work.

David M. McCarthy
Chief Executive Officer

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Overview
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It is essential that the highest standards of conduct be observed in all
contacts made by company employees with customers, shareholders, suppliers,
governmental officials, fellow employees and the general public. To further
this objective, Zanett has a set of written policies dealing with rules of
conduct to be used in conducting the business affairs of the company.

             CONCERNS OR POSSIBLE VIOLATIONS MAY BE REPORTED TO:


                                 Zanett, Inc.
                             Chief Legal Officer
                          135 E. 57th St. 15th Floor
                              New York, NY 10022

Zanett reserves the right to amend, alter, or terminate these policies at any
time for any reason.

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APPLICATION OF POLICIES
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It is the policy of the company to comply with all applicable laws; to act
fairly, impartially, in an ethical and proper manner. The highest standards
of conduct are required of our employees and all other persons who act on our
behalf, which includes contractors, consultants, etc. Violations of the
policies will result in disciplinary action, up to and including termination
of employment. It is also company practice to encourage everyone to ask
questions, seek guidance, and express any concerns they may have.

However, no set of policy guidelines can hope to cover all situations Zanett
employees may encounter. When in doubt, our employees should ask themselves
the following questions:

   *  Would my action inspire trust?

   *  Is my action legal? If legal, is it also ethical? Are my actions honest
      in every respect?

   *  Is anyone's life, health or safety endangered by this action?

   *  Can I defend this action with a clear conscience before my supervisor,
      fellow employees, and the general public?

   *  Would my supervisor act this way? Would it be helpful to ask my
      supervisor about this matter before I act?

   *  Would I be proud to read about my action in the newspaper?
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CODE OF CONDUCT
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Zanett, Inc. is committed to promoting integrity and maintaining the highest
standard of ethical conduct in all of its activities. Our business success is
dependent on trusting relationships, which are built on this foundation of
integrity. Our reputation is founded on the personal integrity of the
company's personnel and our dedication to:

Honesty in communicating within the company and with our suppliers and
customers, while at the same time protecting the company's confidential
information and trade secrets

Quality in our products and services, by striving to provide defect-free
products and services to our customers

Responsibility for our words and actions, confirms our commitment to do what
we say

Compassion in our relationships with our employees and the communities
affected by our business

Fairness to our fellow employees, shareholders, customers and suppliers
through adherence to all applicable laws, regulations and policies, and a
high standard of behavior

Respect for our fellow employees, shareholders, customers and suppliers while
showing willingness to solicit their opinions and value their feedback

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CONFIDENTIAL INFORMATION
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Zanett believes its confidential proprietary information is an important
asset in the operation of its business and prohibits the unauthorized use or
disclosure of this information. Zanett respects the property rights of other
companies to their proprietary information and requires its employees to
fully comply with both the spirit and the letter of U.S. and foreign laws and
regulations protecting such rights. Zanett's success is dependent upon the
strict adherence by employees to this policy and all applicable standards and
procedures.

Competitive Information
Collecting information on our competitors from legitimate sources to evaluate
the relative merits of their products, services, and marketing methods is
proper and often necessary. However, there are limits to the ways information
should be acquired. Practices such as industrial espionage and stealing are
obviously wrong. But so is seeking confidential information from a new
employee who recently worked for a competitor, or misrepresenting your
identity in the hopes of getting confidential information from a competitor.
Any form of questionable intelligence gathering is strictly against company
policy.

Questions Employees Should Ask Themselves

   *  If the president of the competitor knew I was using this means of
      obtaining information about his/her company, would he/she believe it
      was proper?

   *  If I changed jobs and went to work for a competitor, would it be
      appropriate for me to disclose to the competitor Zanett confidential
      information?

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CONFLICTS OF INTEREST
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Zanett employees have an obligation to give their complete loyalty to the
best interests of the company. They should avoid any action that may involve,
or may appear to involve, a conflict of interest with the company. Employees
should not have any financial or other business relationships with suppliers,
customers or competitors that might impair, or even appear to impair, the
independence of any judgment they may need to make on behalf of the company.
Solicitation of vendors or employees for gifts or donations shall not be
allowed except with the permission of the Executive Committee.

Therefore, it is company policy that employees may not:

   *  Perform services for or have a financial interest in a private company
      that is, or may become, a supplier, customer, or competitor of the
      company

   *  Perform services for or have a material interest (more than 5% of net
      worth) in a publicly traded company that is, or may become, a supplier,
      customer, or competitor of the company

   *  Perform outside work or otherwise engage in any outside activity or
      enterprise that may interfere in any way with job performance or create
      a conflict with the company's best interests

Employees are under a continuing obligation to disclose to their supervisors
any situation that presents the possibility of a conflict or disparity of
interest between the employee and the company. Disclosure of any potential
conflict is the key to remaining in full compliance with this policy.

Questions Employees Should Ask Themselves

   *  Could my outside business or financial interests adversely affect my
      job performance or my judgment on behalf of the company?

   *  Can I reasonably conduct my business outside of normal company work
      hours and prevent my customers from contacting me at work?

   *  Will I be using company equipment, materials, or proprietary
      information in my outside business?
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CUSTOMER, SUPPLIER & COMPETITOR RELATIONS
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Zanett, Inc. believes that the company, the economy, and the public benefit
if businesses compete vigorously. The company, its employees, and
representatives will treat customers, business allies and suppliers fairly
and will not engage in anticompetitive practices that unlawfully restrict the
free market economy.

Bribes

Zanett's objective is to compete in the marketplace on the basis of superior
services and competitive prices. No payment in any form shall be made
directly or indirectly to anyone for the purpose of obtaining or retaining
business, or to obtain any other favorable action. A violation of this policy
will subject the employee to disciplinary action as well as potential
criminal prosecution.

Gifts

No gift should be accepted from a supplier, vendor or customer unless the
gift has insubstantial value and a refusal to accept it would be discourteous
or otherwise harmful to Zanett. Employees must receive approval from their
supervisors before they accept any gift having a value over $50.00. This
applies equally to giving gifts to suppliers or vendors or non-government
customers. (See below for a discussion of gifts to government
representatives.)

Entertainment

Appropriate business entertainment of non-government employees occurring in
connection with business discussions or the development of business
relationships is generally deemed appropriate in the conduct of official
business. This may include business-related meals and trips, refreshments
before or after a business meeting, and occasional athletic, theatrical or
cultural events. Entertainment in any form that would likely result in a
feeling or expectation of personal obligation should not be extended or
accepted. This applies equally to giving or receiving entertainment.

Government Representatives

What is acceptable practice in the commercial business environment may be
against the law or the policies of federal, state or local governments.
Therefore, no gifts or business entertainment of any kind may be given to any
government employee without the prior approval of the Zanett Legal
Department, except for items of nominal value (i.e., pens, coffee mugs,
etc.).

Questions Employees Should Ask Themselves

   *  Am I offering something in order to obtain special treatment for the
      company?

   *  Will I favor this supplier because he gives me a gift?

   *  If my supervisor knew about the gift a supplier gave to me, would
      he/she approve?
   *  How often this year have I provided gifts to this customer?

   *  How often this year have I taken gifts from this supplier?

Compliance with Antitrust Laws
All Zanett employees are expected to comply with both the letter and spirit
of all applicable federal, state and foreign antitrust laws. When any doubt
exists as to the legality of any action or arrangement, the matter should be
discussed with the Legal Department.

Agreements with Competitors
Formal or informal agreements with competitors that seek to limit or restrict
competition in some way are often illegal. Unlawful agreements include those
that seek to fix or control prices; allocate products, markets or
territories; or boycott certain customers or suppliers. To ensure compliance
with antitrust law, discussions with competitors regarding any of these
potential agreements is a violation of company policy and will subject the
employee to disciplinary action as well as the potential for criminal
prosecution.

Agreements with Customers
Certain understandings between the company and a customer are also considered
anti-competitive and illegal. These include agreements that fix resale prices
or that result in discriminatory pricing between customers for the same
product. These types of restrictive understandings must not be discussed or
agreed to with a customer.

Trade Association Activity
Contact with competitors at trade shows or trade association meetings is
unavoidable. However, these contacts are not immune from antitrust law.
Consequently, contact with competitors necessitated by these meetings should
be as limited as possible and kept strictly to the subjects on the agenda for
the meeting. In addition, employee participants in trade associations should
consult with the Legal Department regarding any proposed association activity
that would have a potential effect on competition, such as the development of
product standards or industry code of practice.

International Application
International operations of the company may be subject to the antitrust laws
of the United States. Advice on this subject as well as similar requirements
under other applicable jurisdictions (e.g., the European Commission) should
be sought from the Legal Department.

Questions Employees Should Ask Themselves

   *  Are my discussions with the competitor directly or indirectly touching
      on pricing considerations or other terms and conditions of sale?

   *  Could my actions be used as evidence that I unlawfully agreed upon
      prices or price changes with a competitor, even though no formal
      agreement or understanding was made?

   *  Does the pricing or promotional program I am formulating discriminate
      unfairly against any of the resellers of the company?
   *  Are the contacts I am having with employees of a competitor at a trade
      association meeting necessary? Are they within the scope of the agenda
      for the meeting?
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DELEGATION OF AUTHORITY
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Only employees who are specifically authorized under the Company Delegation
of Authority Policy may commit the company to others. A "commitment" by
Zanett includes the execution of any written agreement or any other
undertaking that obligates or binds the company in any respect, whether or
not it involves the payment of money. Employees must never execute a document
or otherwise commit the company unless they have clear authority to do so.
They should check with the controller of their organization to determine what
authority limits have been delegated to them. Failure to follow this policy
will subject the employee to disciplinary action.
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DISCLOSURE OF COMPANY INFORMATION
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Information is the lifeblood of any business. Open and effective
dissemination of this information is critical to our success. However, much
of the information concerning Zanett's business activities is confidential.
The disclosure of this information outside the company could seriously damage
the company's interests. Safeguarding this information is everyone's
responsibility.

To protect this information, it is company policy that:

   *  Confidential information of the company should be disclosed within the
      company only on a need-to-know basis

   *  Confidential information of the company (paper or electronic) must be
      marked with additional handling instructions designated by the
      Information Security Standards and Procedures

   *  Confidential information of the company should be disclosed outside the
      company only when required by law or when necessary to further the
      company's business activities and in accordance with the company's
      disclosure guidelines

Employees with any questions regarding these standards and procedures should
contact the Zanett Legal Department. Violation of these standards and
procedures will subject the employee to disciplinary action, up to and
including termination of employment.

We also have an obligation to protect the confidential information provided
to us by our customers and suppliers during the course of business. They
expect this from us just as we expect it from them.

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EMPLOYEE RELATIONS
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All employees and supervisors, regardless of level, shall endeavor to meet
the following objectives:

   *  Respect each employee, worker and representative of customers,
      suppliers and contractors as an individual, showing courtesy and
      consideration and fostering personal dignity. Members of the management
      team shall use good judgment and exercise appropriate use of their
      influence and authority in their interactions with employees,
customers,
      suppliers, contractors and partners;

   *  Make a commitment to and demonstrate equal treatment of all employees,
      workers, customers, suppliers and contractors without regard to race,
      color, gender, religion, age, national origin, citizenship status,
      veteran status, sexual orientation or disability;

   *  Provide employment opportunities to qualified individuals with
      disabilities and, in the United States, to Vietnam-era and other
veterans;

   *  Encourage employees to voice their opinions freely about the policies
and
      practices of the company by communicating and practicing Zanett's open
      door policy;

   *  Provide a workplace free of harassment on the basis of race, color,
      gender, religion, age, national origin, citizenship status, veteran
      status, sexual orientation or disability;

   *  Keep employees generally informed of the policies, plans and progress
of
      the company through regular communications;

   *  Afford employees a reasonable opportunity, consistent with the needs of
      the company, for training to become better skilled in their jobs;

   *  Encourage promotion from within, consistent with the needs of the
      company, whenever qualified employees are available;

   *  Provide and maintain a safe, healthy and orderly workplace;

   *  Assure uniformly fair compensation and benefit practices that will
      attract, reward and retain quality employees.

Equal Employment Opportunity
It is the policy of Zanett to ensure equal treatment for all employees and
applicants, regardless of race, color, religion, national origin, age, sex,
sexual orientation, or mental/physical capacity, and to comply voluntarily
with the concept and practice of affirmative action. This policy applies to
all company activities, including, but not limited to, recruiting, hiring,
training, transfers, promotions and benefits.

Questions Employees Should Ask Themselves

   *  Will my decision be consistent with company policy?

   *  Am I considering only objective job related factors?

   *  Do I expect all employees to meet the same standards?

Non-Harassment and Sexual Harassment
It is company policy to provide a workplace free from tensions involving
matters that do not relate to the company's business. In particular, an
atmosphere of tension created by ethnic, racial, sexual or religious remarks,
unwelcome sexual advances, or requests for sexual favors, will not be
tolerated. Harassment of employees, applicants, customers, contractors or
suppliers by other employees is a violation of company policy. Harassment
includes, without limitation, verbal harassment (epithets, derogatory
statements, slurs), physical harassment (hitting, pushing or other aggressive
physical contact) and visual harassment (posters, cartoons, drawings).
Harassment may be unlawful and is prohibited whether it occurs in the
workplace, at customer or vendor sites, or at other employment related events
or activities. However, the objectionable conduct need not be unlawful to
violate company policy. Company policy prohibits all inappropriate harassing
conduct, whether or not the conduct is so severe as to be considered a
violation of law.

Unlawful sexual harassment is defined as unwelcome sexual advances, requests
for sexual favors, and verbal or physical conduct of a sexual nature, (1)
when submission to or rejection of such conduct is made either explicitly or
implicitly a term or condition of employment; (2) or is used as a basis for
employment decisions; or (3) when such conduct has the purpose or effect of
unreasonably interfering with an individual's work performance by creating an
intimidating, hostile, humiliating or sexually offensive work environment.

While it is not possible to provide an exhaustive list of conduct that
violates the company's sexual harassment policy, what follows are examples of
conduct which may constitute policy violations, regardless of intent:

   *  Sexual advances

   *  Requests for sexual favors

   *  The exchange of sexual favors for actual or promised job benefit or

      salary enhancement

   *  Use of sexual epithets

   *  Inappropriate references to male or female anatomy

   *  Written or verbal references to sexual conduct

   *  Gossip regarding one's sexual activities or prowess

   *  Repeated requests for dates

   *  Leering, whistling or touching

   *  Inquiries or comments about another's sex life

   *  Assault or coerced sexual activity

   *  Displaying sexually suggestive objects, pictures, cartoons

   *  Telling sexual jokes

Employees who observe, learn of, or are subjected to harassment, are
responsible immediately to report the conduct to their supervisor, manager,
or human resources representative for prompt investigation. Investigations
will be conducted in as discrete and as confidential a manner as is
practicable.

Retaliation against individuals who report such violations of policy, or
against those who provide information in an investigation of such violations,
is also a violation of policy.

The company will act promptly and vigorously to take corrective action and
appropriate discipline with respect to any harassment or retaliation, up to
and including termination of offending individuals.

Questions Employees Should Ask Themselves

   *  How would I feel if I was subjected to the same treatment?

   *  Am I giving his/her point of view as much consideration as my own?
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ENVIRONMENTAL POLICY
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Zanett is committed to conducting its business in compliance with all
applicable environmental and workplace laws and regulations in a manner that
has the highest regard for the safety and well-being of its employees and the
general public. Therefore, Zanett expects all employees to do their utmost to
abide by the letter and spirit of these laws and regulations. These laws and
regulations must be strictly followed. The exercise of personal discretion or
judgment in this area is not acceptable. Employees with questions regarding
the requirements that apply to their work area should contact the Zanett
Legal Department.
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INSIDER TRADING
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Employees shall not trade in securities while in possession of material
inside information. To avoid even the appearance of insider trading,
employees shall avoid speculating in Zanett stock. All employees shall follow
the guidelines on securities trading issued by the company.

Trading Stock & Securities

Federal law and company policy prohibit employees, directly or indirectly
through their families or others, from purchasing or selling company stock
while in the possession of material, non-public information concerning the
company. This same prohibition applies to trading in the stock of other
publicly held companies on the basis of material, non-public information.
Material, non-public information is any information which could reasonably be
expected to affect the price of a stock. If an employee is considering buying
or selling a stock because of inside information they possess, they should
assume that such information is material. It is also important for the
employee to keep in mind that if any trade they make becomes the subject of
an investigation by the government, the trade will be viewed after-the-fact
with the benefit of hindsight. Consequently, employees should always
carefully consider how their trades would look from this perspective.

Tipping

If an employee's family or friends ask for advice about buying or selling
company stock, the employee should not provide it. Federal law and company
policy also prohibit the employee from "tipping" family or friends regarding
material, non-public information that the employee learns about Zanett or any
other publicly traded company in the course of employment. The same penalties
apply, regardless of whether the employee derives any benefit from the trade.

Questions Employees Should Ask Themselves

   *  Does information I have learned about the company make me want to buy
      stock?

   *  If the newspaper published what I know, would it make the company's
      stock rise or fall?

   *  How would the trade I am considering look to government prosecutors if
      it became the subject of an investigation?

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POLITICAL ACTIVITY AND CONTRIBUTIONS
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It is company policy that no corporate funds may be used to make political
contributions of any kind to any candidate or political party. This
prohibition covers not only direct contributions but also indirect assistance
or support of candidates or political parties through the purchase of tickets
to special dinners or other fund-raising events, and the furnishing of any
other goods, services or equipment to political parties or committees.
However, the policy does not prohibit the formation of a Political Action
Committee sponsored by the company to the extent that federal and state law
permits it. Political contributions or activities by individuals on their own
behalf are, of course, permissible. No person may be reimbursed directly or
indirectly by the company for any political contribution or for the cost of
attending any political event.
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RECORD MANAGEMENT
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The Finance department in New York has company-wide responsibility for
developing, administering and coordinating the record management program, and
issuing retention guidelines for specific types of documents. Records should
be maintained to comply with applicable statutory, regulatory or contractual
requirements, as well as those pursuant to prudent business practices.
Employees can contact the Finance department for specific information on
record retention.
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RECORDING TRANSACTIONS
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Zanett shall make and keep books, invoices, records and accounts that, in
reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company. Each employee shall maintain
accurate and fair records of transactions, time reports, expense accounts,
and other company records. The company shall devise and maintain a system of
internal controls sufficient to provide reasonable assurances that
transactions are properly authorized, executed, and recorded.

Facilitating Payments

The law prohibits Zanett and its employees and agents from making payments to
foreign officials for the purpose of obtaining or keeping business. However,
the law also recognizes that in a number of countries, tips and gratuities of
a minor nature are customarily required by lower level governmental
representatives performing ministerial or clerical duties to secure the
timely and efficient execution of their responsibilities (e.g., customs
clearances, visa applications, installation of telephones, and exchange
transactions). If you believe that such a facilitating or expediting payment
is unavoidable, it should be made only to facilitate the execution of a
government representative's routine duties. Such payments may not be made to
induce foreign officials to neglect their duties or perform them improperly.
If an employee has any questions regarding these types of payments, it is
advisable to consult the Legal Department in advance.

Company Records

All company books, records, accounts, funds and assets must be maintained to
reflect fairly and accurately the underlying transactions and disposition of
company business in reasonable detail. No entries will be made that
intentionally conceal or disguise the true nature of any company transaction.

In this respect, the following guidelines must be followed:

   *  No undisclosed, unrecorded, or "offbook" funds or assets should be
      established for any purpose

   *  No false or fictitious invoices should be paid or created

   *  No false or artificial entries should be made or misleading reports
      issued

   *  Assets and liabilities of the company shall be recognized and stated in
      accordance with the company's standard practices and GAAP

If an employee believes that the company's books and records are not being
maintained in accordance with these requirements, the employee should report
the matter directly to their supervisor or to the Chief Legal Officer.
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REPORTING VIOLATIONS OF COMPANY POLICIES
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There are no easy answers to many ethical issues we face in our daily
business activities. In some cases the right thing to do will be obvious, but
in other more complex situations, it may be difficult for an employee to
decide what to do. When an employee is faced with a tough ethical decision or
whenever they have any doubts as to the right thing to do, they should talk
to someone else such as their supervisor, another manager, or the Legal
Department. The company has also established a system for reporting
violations of any of the company policies, as well as any suspected
misconduct by any employee or representative of the company. This may be done
anonymously in writing to:

                                Zanett, Inc.
                           Chief Legal Officer
                       135 E. 57th St. 15th Floor
                           New York, NY 10022

Zanett will not permit any form of retribution against any person, who, in
good faith, reports known or suspected violations of company policy.
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USE OF COMPANY ASSETS
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Zanett's assets are to be used only for the legitimate business purposes of
Zanett. Inc. and its subsidiaries and only by authorized employees or their
designees. This includes both tangible and intangible assets.

Some examples of tangible assets include:

   *  Office equipment such as phones, copiers, computers, furniture,
      supplies and production equipment.

Zanett's electronic mail (e-mail) system should be restricted primarily to
company business. Highly confidential information should be Handled
appropriately. The company reserves the right at any time to monitor and
inspect, without notice, all electronic communications data and information
transmitted on the network and electronic files located on personal computers
owned by the company or computers on the premises used in company business.

Third Party Software is provided as a productivity tool for employees to
perform their job functions. Please note that, just because third party
product or utility software is located on a corporate utility server, it does
not necessarily mean that it is licensed for use as a standalone software
product. Employees may be liable as individuals for illegal software use.

To the extent permitted under applicable law, employees, contractors and
temporary employees shall assign to the company any invention, work of
authorship, composition or other form of intellectual property created during
the period of employment. Each employee shall execute an Intellectual
Property Assignment and Confidentiality Agreement prior to commencing work
for Zanett.