EXHIBIT 14.1


                  CODE OF ETHICS FOR SENIOR FINANCIAL OFFICERS


The Company's  Board of Directors  has adopted the following  Code of Ethics for
its CEO, CFO and other senior financial  officers  performing  similar functions
who  have  been  identified  by the CEO  (collectively,  the  "Senior  Financial
Officers"):

1.       The CEO and all Senior  Financial  Officers are  responsible  for full,
         fair, accurate, timely and understandable disclosure in the reports and
         documents  that the Company files with,  or submits to, the  Securities
         and Exchange Commission and in other public  communications made by the
         Company.  Accordingly,  it is the  responsibility  of the CEO and  each
         Senior  Financial  Officer  promptly to bring to the  attention  of the
         Company's  Corporate  Counsel or the CEO any  material  information  of
         which he or she may become aware that affects the  disclosures  made by
         the Company in its public filings.

2.       The CEO and each Senior  Financial  Officer shall promptly bring to the
         attention of the Company's  Corporate Counsel or CEO any information he
         or she may have concerning (a)  significant  deficiencies in the design
         or  operation of internal  controls  which could  adversely  affect the
         Company's  ability to record,  process,  summarize and report financial
         data  or  (b)  any  fraud,  whether  or  not  material,  that  involves
         management  or  other  employees  who  have a  significant  role in the
         Company's financial reporting, disclosures or internal controls.

3.       The CEO and each Senior  Financial  Officer  shall act with honesty and
         integrity in the performance of his or her duties at the Company, shall
         comply with laws,  rules and  regulations  of federal,  state and local
         governments  and other  private  and public  regulatory  agencies  that
         affect  the  conduct  of  the  Company's  business  and  the  Company's
         financial reporting.

4.       The CEO and each Senior  Financial  Officer shall promptly bring to the
         attention of the Company's Corporate Counsel or the CEO any information
         he or she may have concerning  evidence of a material  violation of the
         securities  or other  laws,  rules  or  regulations  applicable  to the
         Company and the operation of its business,  by the Company or any agent
         thereof, or any violation of this Code of Ethics.

5.       The CEO and  each  Senior  Financial  Officer  shall  avoid  actual  or
         apparent   conflicts   of  interest   between   personal  and  business
         relationships,  such as holding a  substantial  equity,  debt, or other
         financial  interest  in any  competitor,  supplier  or  customer of the
         Company,  or having a personal  financial  interest in any  transaction
         involving  the  purchase  or  sale  by the  Company  of  any  products,
         materials,   equipment,   services  or  property,  other  than  through
         Company-sponsored  programs.  Any such actual or apparent  conflicts of
         interest  shall be brought to the attention of the Company's  Corporate
         Counsel or the CEO.

6.       The  Board of  Directors  shall  determine,  or  designate  appropriate
         persons to determine,  appropriate  actions to be taken in the event of
         violations of this Code of Ethics by the CEO and the  Company's  Senior
         Financial Officers.  Such actions shall be reasonably designed to deter
         wrongdoing and to promote  accountability for adherence to this Code of
         Ethics, and may include written notices to the individual involved that
         the Board has  determined  that there has been a violation,  censure by
         the  Board,  demotion  or  re-assignment  of the  individual  involved,
         suspension  with or without  pay or  benefits  and  termination  of the
         individual's employment.


The Audit  Committee of the Board of Directors  shall consider any request for a
waiver of this Code and any  amendments  to this Code,  and all such  waivers or
amendments shall be disclosed promptly as required by law.