EXHIBIT 14.1
                     AMERICAN CAPITAL PARTNERS LIMITED, INC.
                                 CODE OF ETHICS

Integrity and ethics play a significant  role in the way we conduct  business at
American Capital Partners,  Inc. (the "Company").  Operating with a strong sense
of integrity is critical to maintaining  trust and credibility with our clients,
employees, and investors.

Our code embodies rules regarding individual and peer responsibilities,  as well
as responsibilities to our clients, employees, shareholders and the public. This
Code includes:

          o    Prohibiting conflicts of interest

          o    Protecting the Company's confidential and proprietary information
               and that of our clients and other business partners

          o    Treating the Company's employees, clients and competitors fairly

          o    Protection and proper use of Company assets

          o    Compliance with laws,  rules and regulations  (including  insider
               trading laws)

          o    Encouraging the reporting of any unlawful or unethical behavior

OVERVIEW OF BUSINESS ETHICS

The  collection  of policies and  guidelines  established  in the Code of Ethics
applies to all  Company  employees  (including  those of our  subsidiaries)  and
members of our Board of Directors. We believe that long-term,  trusting business
relationships are built by being honest, open and fair. We promise to uphold the
highest professional  standards in all business operations.  We also expect that
those with whom we do business  will adhere to the  standards set by our Code of
Ethics.

Outstanding  employees  are key to our success.  Everyone is part of the Company
team,  and each of us  deserves  to be treated  with  dignity  and  respect.  In
addition,  every employee is responsible for his/her own conduct. No one has the
authority to make another employee  violate our Code of Ethics,  and any attempt
to  direct  or  otherwise  influence  someone  else to  commit  a  violation  is
unacceptable.

We require all those covered by this Code of Ethics to know and  understand  its
terms.  This Code states general  principles and does not supersede the specific
policies and procedures set forth in the Company's  Administrative  Policies and
Procedures  handbook or in separate specific policy statements,  including those
concerning trading in the Company's stock.

The  fundamental  principle  that  underlies  the way we do  business  is  sound
judgment.  An  understanding of our legal and ethical  parameters  enhances that
judgment.  We have a  responsibility  to pay  constant  attention  to all  legal
boundaries and to comply with all applicable  laws and regulations in all of our
operations.  For everyone at the Company, this means following the spirit of the
law and doing the right, ethical thing even when the law is not specific.

Although we realize that no two situations are alike, we aim for consistency and
balance when  encountering  ethical  issues.  It is essential that we all remain
watchful for possible  infringements of our business ethics.  Employees who have
questions regarding business conduct or possible violations should contact their
manager or the Company's legal counsel.