EXHIBIT 14

                               [GRAPHIC OMITTED]

            CODE OF ETHICS FOR THE CEO AND SENIOR FINANCIAL OFFICERS

      The Company's Chief Executive  Officer  ("CEO"),  Chief Financial  Officer
("CFO") and other senior financial  officers hold an important and elevated role
in  corporate  governance  in that they are  uniquely  capable and  empowered to
ensure that all stockholders'  interests are appropriately  balanced,  protected
and  preserved.  This Code of Ethics for the CEO and Senior  Financial  Officers
(this "Code") embodies  principles to which such officers are expected to adhere
and  advocate.  These  tenets  for  ethical  business  conduct  encompass  rules
regarding both individual and peer responsibilities, as well as responsibilities
to the Company's employees, the public and other stockholders.  The CEO, CFO and
other  senior  financial  officers are expected to abide by this Code as well as
all applicable Company business conduct standards and policies relating to areas
covered  by this Code.  Any  violations  of the Code may result in  disciplinary
action, up to and including termination of employment.  All employees covered by
this Code will:

      1.    be responsible for full, fair,  accurate,  timely and understandable
            disclosure  in the  periodic  reports  and  documents  filed  by the
            Company with the U.S. Securities and Exchange Commission ("SEC") and
            all other public documents and communications made by the Company.

      2.    promptly  bring to the  attention  of the Board of  Directors of the
            Company  (the  "Board"),  or  the  Audit  Committee,   any  material
            information  of which he or she may become  aware that  affects  the
            disclosures made by the Company in its public filings,  documents or
            other communications.

      3.    promptly bring to the attention of the Board or the Audit  Committee
            any  information  he or she  may  have  concerning  (a)  significant
            deficiencies  in the design or operation of internal  controls  that
            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.

      4.    promptly bring to the attention of the Board or the Audit  Committee
            any  information he or she may have concerning any violation of this
            Code, including any actual or apparent conflicts of interest between
            personal and professional relationships, involving any management or
            other  employees  who  have a  significant  role  in  the  Company's
            financial reporting, disclosures or internal controls.

      5.    promptly bring to the attention of the Board or the Audit  Committee
            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 of its officers, employees or agents.

      6.    act  with  honesty  and  integrity,   avoiding  actual  or  apparent
            conflicts   of  interest   in  their   personal   and   professional
            relationships.

      7.    comply with rules and regulations of federal,  state, provincial and
            local  governments,   and  other  appropriate   private  and  public
            regulatory agencies.

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      8.    act in good  faith,  responsibly,  with  due  care,  competence  and
            diligence,  without misrepresenting material facts or allowing one's
            independent judgment to be subordinated.

      9.    respect the  confidentiality  of  information  acquired  except when
            authorized  or otherwise  legally  obligated to disclose and not use
            such confidential information for personal advantage.

      10.   achieve  responsible use, control,  and stewardship over all Company
            assets and resources that are employed or entrusted to them.

      11.   not unduly or  fraudulently  influence,  coerce,  or manipulate,  or
            mislead any authorized  audit or interfere with any auditor  engaged
            in the  performance  of an  internal  or  independent  audit  of the
            Company's financial statements or accounting books and records.

      If    any  employee  covered  by this  Code  is or  becomes  aware  of any
            suspected or know  violations of this Code, such employee has a duty
            to promptly report such concerns to the Board or Audit Committee.

      If you have a concern about a questionable  accounting or auditing  matter
and wish to submit the concern  confidentially or anonymously,  you may do so by
contacting the Company's  Chief Financial  Officer.  The Company will handle all
inquiries  discretely  and make  every  effort to  maintain,  within  the limits
allowed by law, the  confidentiality of anyone requesting  guidance or reporting
questionable behavior and/or a compliance concern.

      Date: April 11, 2005