<PAGE>

                                                                    EXHIBIT 14.1

                       CODE OF BUSINESS CONDUCT AND ETHICS

         This Code of Business Conduct and Ethics (the "Code") embodies the
commitment of National Health Partners, Inc. (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 the Company's Board of
Directors are expected to adhere to the principles and procedures set forth in
this Code that apply to them. The Company also expects consultants and advisors
that it retains to abide by this Code. The Company expects its 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 the code of ethics
for the Company's senior financial officers, including the Company's principal
financial officer and comptroller, principal accounting officer, and persons
performing similar functions (collectively, "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 Chief Financial Officer. 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 the Chief Executive Officer or Chief Financial
Officer (each, a "Senior Company Officer"), as appropriate.

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 appropriate Senior Company Officer. 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.


<PAGE>

         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 Company
Officer.

C. PUBLIC DISCLOSURE

         It is the Company's policy that the information in its public
communications, including Securities and Exchange Commission filings and
submissions, be full, fair, accurate, timely and understandable. All employees
and directors who are involved in the company's disclosure process, including
the Senior Financial 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.

         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 Company Officer
before making any such purchase or sale.

                                   SECTION II

A. COMPANY BUSINESS OPPORTUNITIES AND PROPERTY

         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 turned it down. More generally, employees and
directors are prohibited from using corporate property, information or position
for personal gain or competing with the Company.

                                       2
<PAGE>

         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 Company employees and
directors is to make sure that any use of its property or services that is not
solely for the benefit of the Company is approved beforehand through the
appropriate Senior Company 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.

C. FAIR DEALING

         The Company has a history of succeeding through honest business
competition. The Company does 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. No employee or director should take unfair advantage of anyone
through manipulation, concealment, abuse of privileged information,
misrepresentation of material facts or any unfair dealing practice.

D. EQUAL EMPLOYMENT OPPORTUNITY AND HARASSMENT

         The Company's 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 the
Company has set for itself. 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. The Company does not tolerate
or condone any type of discrimination prohibited by law, including harassment.

E. PROTECTION AND PROPER USE OF COMPANY 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

A. 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 Company Officer. Waivers
for executive officers (including Senior Financial Officers) or directors of the
Company may be made only by the Board of Directors or a committee of the Board
of Directors.

                                       3