Exhibit 14.1
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                                 CODE OF ETHICS
                                       FOR
                            SENIOR FINANCIAL OFFICERS

1.       PURPOSE.

The Board of Directors (the "Board") of CD&L, Inc. (the "Company") has adopted
the following Code of Ethics (the "Code") to apply to the Company's Chief
Executive Officer; Chief Financial Officer; Chief Accounting Officer;
Controller; and Treasurer (the "Senior Financial Officers"). This Code is
intended to focus Senior Financial Officers on areas of ethical risk, provide
guidance to help them recognize and deal with ethical issues, provide mechanisms
to report unethical conduct, foster a culture of honesty and accountability,
deter wrongdoing and promote fair and accurate disclosure and financial
reporting.


No code or policy can anticipate every situation that may arise. Accordingly,
this Code is intended to serve as a source of guiding principles. Senior
Financial Officers are encouraged to bring questions about particular
circumstances that may involve one or more of the provisions of this Code to the
attention of the Chair of the Audit Committee, who may consult with inside or
outside legal counsel as appropriate.

2.       INTRODUCTION

Each Senior Financial Officer is expected to adhere to a high standard of
ethical conduct. The good name of the Company depends on the way Senior
Financial Officers conduct business and the way the public perceives that
conduct. Unethical actions, or the appearance of unethical actions, are not
acceptable. Senior Financial Officers are expected to be guided by the following
principles in carrying out their responsibilities.

         -   Loyalty. Senior Financial Officers should not be, or appear to
             be, subject to influences, interests or relationships that
             conflict with the best interests of the Company.

         -   Compliance with Applicable Laws. Senior Financial Officers are
             expected to comply with all laws, rules and regulations
             applicable to the Company's activities.

         -   Observance  of Ethical  Standards.  Senior  Financial  Officers
             must adhere to high  ethical  standards in  the  conduct of their
             duties. These include honesty and fairness.


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3.       INTEGRITY OF RECORDS AND FINANCIAL REPORTING.

Senior Financial Officers are responsible for the accurate and reliable
preparation and maintenance of the Company's financial records. Accurate and
reliable preparation of financial records is of critical importance to proper
management decisions and the fulfillment of the Company's financial, legal and
reporting obligations. Diligence in accurately preparing and maintaining the
Company's records allows the Company to fulfill its reporting obligations and to
provide stockholders, governmental authorities and the general public with full,
fair, accurate, timely and understandable disclosure. Senior Financial Officers
are responsible for establishing and maintaining adequate disclosure controls
and procedures, and internal controls and procedures, including procedures that
are designed to enable the Company to: (a) accurately document and account for
transactions on the books and records of the Company; and (b) maintain reports,
vouchers, bills, invoices, payroll and service records, business measurement and
performance records and other essential data with care and honesty.

Senior Financial Officers shall immediately bring to the attention of the Audit
Committee any information they may have concerning:

(a) Defects, deficiencies, or discrepancies related to the design or operation
of internal controls which may affect the Company's ability to accurately
record, process, summarize, report and disclose its financial data or

(b) Any fraud, whether or not material, that involves management or other
employees who have roles in the Company's financial reporting, disclosures or
internal controls.

4.       CONFLICT OF INTEREST.

Senior Financial Officers must avoid any conflicts of interest between
themselves and the Company. Any situation that involves, or may involve, a
conflict of interest with the Company, should be disclosed promptly to the Chair
of the Audit Committee, who may consult with inside or outside legal counsel as
appropriate.

A "conflict of interest" can occur when an individual's personal interest is
adverse to - or may appear to be adverse to - the interests of the Company as a
whole. Conflicts of interest also arise when an individual, or a member of his
or her family, receives improper personal benefits as a result of his or her
position with the Company.

This Code does not attempt to describe all possible conflicts of interest which
could develop. Some of the more common conflicts from which Senior Financial
Officers must refrain, however, are set forth below:

         -   Improper conduct and activities. Senior Financial Officers may
             not engage in any conduct or activities that are inconsistent
             with the Company's best interests or that disrupt or impair
             the Company's relationship with any person or entity with
             which the Company has, or proposes to enter into, a business
             or contractual relationship.

         -   Compensation from non-Company sources. Senior Financial
             Officers may not accept compensation for services performed
             for the Company from any source other than the Company.

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         -   Gifts. Senior Financial Officers and members of their
             immediate families may not accept gifts from persons or
             entities where any such gift is being made in order to
             influence their actions in their position with the Company, or
             where acceptance of the gifts could create the appearance of a
             conflict of interest.

         -   Personal use of Company assets. Senior Financial Officers may
             not use Company assets, labor or information for personal use,
             other than incidental personal use, unless approved by the
             Chair of the Audit Committee or as part of a compensation or
             expense reimbursement program.

         -   Financial Interests in other Businesses. Senior Financial
             Officers should avoid having an ownership interest in any
             other enterprises, such as a customer, supplier or competitor,
             if that interest compromises the officer's loyalty to the
             Company.

5.       CORPORATE OPPORTUNITIES.

Senior Financial Officers are prohibited from: (a) taking for themselves
personally opportunities related to the Company's business without first
presenting those opportunities to the Company and obtaining approval from the
Board; (b) using the Company's property, information, or position for personal
gain; or (c) competing with the Company for business opportunities.

6.       CONFIDENTIALITY.

Senior Financial Officers should maintain the confidentiality of information
entrusted to them by the Company and any other confidential information about
the Company, its business or finances, customers or suppliers, that comes to
them, from whatever source, except when disclosure is authorized or legally
mandated. For purposes of this Code, "confidential information" includes all
non-public information relating to the Company, its business or finances,
customers or suppliers.

7.       COMPLIANCE WITH LAWS, RULES AND REGULATIONS.

Senior Financial Officers shall comply with laws, rules and regulations
applicable to the Company, including insider trading laws, and all other Company
policies. [Transactions in Company securities are governed by the Company's
Insider Trading Policy.]


8.       ENCOURAGING THE REPORTING OF ANY ILLEGAL OR UNETHICAL BEHAVIOR.

Senior Financial Officers must promote ethical behavior and create a culture of
ethical compliance. Senior Financial Officers should foster an environment in
which the Company: (a) encourages employees to talk to supervisors, managers and
other appropriate personnel when in doubt about the best course of action in a
particular situation; (b) encourages employees to report violations of laws,
rules and regulations to appropriate personnel; and (c) informs employees that
the Company will not allow retaliation for reports made in good faith.

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9.       CONCLUSION.

Senior Financial Officers should communicate any suspected violations of this
Code promptly to the Chair of the Audit Committee. The Board or a person or
persons designated by the Board will investigate violations, and appropriate
disciplinary action will be taken in the event of any violation of the Code, up
to and including termination. Only the Audit Committee may grant any waivers of
this policy.

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