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                                                                    EXHIBIT 14.1


                                  T REIT, INC.

                       CODE OF BUSINESS CONDUCT AND ETHICS


                                  MAY 10, 2004



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                                TABLE OF CONTENTS

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LETTER FROM THE CEO........................................................2


INTRODUCTION...............................................................3

         Purpose...........................................................3
         Seeking Help and Information......................................3
         Reporting Violations of the Code..................................4
         Policy Against Retaliation........................................4
         Waivers of the Code...............................................4
         Certifying Compliance.............................................4

CONFLICTS OF INTEREST......................................................5

         Identifying Potential Conflicts of Interest.......................5
         Disclosure of Conflicts of Interest...............................6

CORPORATE OPPORTUNITIES....................................................6

         Confidential Information..........................................6

COMPETITION AND FAIR DEALING...............................................7

PROTECTION AND USE OF COMPANY ASSETS.......................................7

GIFTS AND ENTERTAINMENT....................................................7

COMPANY RECORDS............................................................8

ACCURACY OF FINANCIAL REPORTS AND OTHER PUBLIC COMMUNICATIONS..............8

COMPLIANCE WITH LAWS AND REGULATIONS.......................................9

INTERACTIONS WITH THE GOVERNMENT...........................................9

COMPLIANCE WITH INSIDER TRADING LAWS......................................10


PUBLIC COMMUNICATIONS AND REGULATION FD...................................11

         Public Communications Generally..................................11
         Compliance with Regulation FD....................................11

EMPLOYMENT PRACTICES......................................................12

         Harassment and Discrimination....................................12
         Alcohol and Drugs................................................12
         Violence Prevention and Weapons..................................13

CONCLUSION................................................................13
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LETTER FROM THE CEO



May 10, 2004

Dear T REIT Employee:

         T REIT is dedicated to conducting its business consistent with the
highest standards of business ethics. We have an obligation to our employees,
shareholders, customers, suppliers, community representatives and other business
contacts to be honest, fair and forthright in all of our business activities.

         As an employee of the Company, you are faced every day with a number of
business decisions. It is your personal responsibility to uphold the Company's
high standards of business ethics in each and every one of these situations. It
is not possible for our Code of Business Conduct and Ethics (the "Code") to
address every situation that you may face. If you use your good business
judgment and experience, your business decisions are not likely to raise ethical
issues. When you are faced with an ethical issue, we hope that this Code will
serve as a guide to help you make the right choice.

         We encourage you to take this opportunity to review our policies and to
discuss any questions you may have with your supervisor or with the General
Counsel directly. The guidelines set out in this Code are to be followed at all
levels of this organization by our directors, officers and employees. We rely on
you to uphold our core values and conduct our business honestly, fairly and with
integrity.

Sincerely,



Anthony W. ("Tony")Thompson
Chairman, President and CEO



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INTRODUCTION

PURPOSE

         This Code of Business Conduct and Ethics contains general guidelines
for conducting T REIT's business consistent with the highest standards of
business ethics. This Code is intended to qualify as a "code of ethics" within
the meaning of Section 406 of the Sarbanes-Oxley Act of 2002 and the rules
promulgated thereunder. To the extent this Code requires a higher standard than
required by commercial practice or applicable laws, rules or regulations, we
adhere to these higher standards.

         This Code applies to all of our directors, officers and employees
wherever they are located and whether they work for T REIT on a full- or
part-time basis. We refer to all persons covered by this Code as "T REIT
employees" or simply "employees." We also refer to our Chief Executive Officer
and our Chief Financial Officer as our "Principal Financial Officers."

SEEKING HELP AND INFORMATION

         This Code is not intended to be a comprehensive rulebook and cannot
address every situation that you may face. Instead, this Code is intended to
give general guidance on ethical standards that T REIT expects all directors,
officers and employees to follow.

         If you are faced with a difficult business decision that is not
addressed in this Code, ask yourself the following questions:

         -        Is it legal?

         -        Is it honest and fair?

         -        Is it in the best interests of T REIT?

         -        How does this make me feel about myself and T REIT?

         -        Is there an alternative action that does not pose an ethical
                  conflict?

         -        If the situation were reversed, how would I feel as the
                  recipient of this action?

         -        Would I feel comfortable if an account of my actions were
                  published with my name in the newspaper?

         If you still feel uncomfortable about a situation or have any doubts
about whether it is consistent with the Company's high ethical standards, please
seek help. We encourage you to contact your supervisor for help first. If your
supervisor cannot answer your question or if you do not feel comfortable
contacting your supervisor, contact the General Counsel.



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REPORTING VIOLATIONS OF THE CODE

         All T REIT employees have a duty to report any known or suspected
violation of this Code, including any violation of the laws, rules, regulations
or policies that apply to the Company. Reporting a known or suspected violation
of this Code by others will not be considered an act of disloyalty, but an
action to safeguard the reputation and integrity of T REIT and its employees. If
you know of or suspect a violation of this Code, immediately report the conduct
to your supervisor. Your supervisor will contact the General Counsel, who will
work with you and your supervisor to investigate your concern. If you do not
feel comfortable reporting the conduct to your supervisor or you do not get a
satisfactory response, you may contact the General Counsel directly. All reports
of known or suspected violations of the law or this Code will be handled
sensitively and with discretion. Your supervisor, the General Counsel and the
Company will protect your confidentiality to the extent possible, consistent
with law and the Company's need to investigate your concern.

         It is T REIT policy that any employee who violates this Code will be
subject to appropriate discipline, which may include termination of employment.
This determination will be based upon the facts and circumstances of each
particular situation. An employee accused of violating this Code will be given
an opportunity to present his or her version of the events at issue prior to any
determination of appropriate discipline. Any employee who fails to report known
or suspected violations by another employee may also be subject to appropriate
discipline, including termination of employment. Employees who violate
governmental laws, rules or regulations or this Code may expose themselves to
substantial civil damages, criminal fines and prison terms. The Company may also
face substantial fines and penalties and many incur damage to its reputation and
standing in the community. Your conduct as a representative of the Company, if
it does not comply with governmental laws, rules or regulations or with this
Code, can result in serious consequences for both you and T REIT.

POLICY AGAINST RETALIATION

         T REIT strictly prohibits retaliation against an employee who, in good
faith, seeks help or reports known or suspected violations. Any reprisal or
retaliation against an employee because the employee, in good faith, sought help
or filed a report will be subject to disciplinary action, including potential
termination of employment. If you suspect that you have been retaliated against
by your supervisors or co-workers for reporting suspected misconduct, you should
immediately report your suspicion to the General Counsel.

WAIVERS OF THE CODE

         Waivers of this Code for employees may be made only by an executive
officer of the Company. Any waiver of this Code for our directors, executive
officers or other principal financial officers may be made only by our Board of
Directors or the appropriate committee of our Board of Directors and will be
disclosed to the public as required by law.

CERTIFYING COMPLIANCE

         It is important for all employees to fully understand this Code and to
utilize it regularly as questions and issues arise. We require annual
certification of this policy by all members of the



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Board of Directors and all key management employees, including all who are
eligible to receive restricted stock and stock options. The certification
process is initiated and coordinated by the General Counsel in conjunction with
the Internal Audit Department.

CONFLICTS OF INTEREST

IDENTIFYING POTENTIAL CONFLICTS OF INTEREST

         A conflict of interest can occur when an employee's private interest,
or the private interest of a family member of an employee, interferes or
reasonably appears to interfere in any way with the interests of T REIT as a
whole. You should actively avoid any private interest that influence your
ability to act in the interests of the Company or that makes it difficult to
perform your work objectively and effectively.

         Conflicts of interest with the potential to be material in fact or
appearance are prohibited as a matter of T REIT policy, except under guidelines
approved by our Board of Directors. The following are examples of situations
(applicable to both an employee or a family member of an employee) that are
likely to present a conflict of interest:

         -        Outside Employment. No employee should be employed by, serve
                  as a director of, or provide any services to a company that is
                  a material customer, supplier or competitor of the Company.

         -        Improper Personal Benefits. No employee should obtain any
                  material (as to him or her) personal benefits or favors
                  because of his or her position with the Company. Please see
                  "Gifts and Entertainment" below for additional guidelines in
                  this area.

         -        Financial Interests. No employee should have a significant
                  financial interest (ownership or otherwise) in any company
                  that is a material customer, supplier or competitor of the
                  Company. A "significant financial interest" means (i)
                  ownership of greater than 1% of the equity of a material
                  customer, supplier or competitor or (ii) an investment in a
                  material customer, supplier or competitor that represents more
                  than 5% of the total assets of the employee.

         -        Loans or Other Financial Transactions. No employee should
                  obtain loans or guarantees of personal obligations from, or
                  enter into any other personal financial transaction with, any
                  company that is a material customer, supplier or competitor of
                  the Company. This guideline does not prohibit arms-length
                  transactions with banks, brokerage firms or other financial
                  institutions.

         -        Service on Boards and Committees. No employee should serve on
                  a board of directors or trustees or on a committee of any
                  entity (whether profit or not-for-profit) whose interests
                  reasonably would be expected to conflict with those of the
                  Company.

         -        Actions of Family Members. The actions of family members
                  outside the workplace may also give rise to the conflicts of
                  interest described above because they may influence an
                  employee's objectivity in making decisions on behalf of the
                  Company.



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                  For purposes of this Code, "family members" include your
                  spouse or life-partner, brothers, sisters and parents, in-laws
                  and children whether such relationships are by blood or
                  adoption.

         This list is not exhaustive and many other relationships or situations
may present conflicts of interest between you and T REIT. You should discuss any
relationship that presents a potential conflict of interest with your supervisor
or the General Counsel.

DISCLOSURE OF CONFLICTS OF INTEREST

         T REIT requires that employees fully disclose any situations that
reasonably would be expected to give rise to a conflict of interest. If you
suspect that you have a conflict of interest, or something that others could
reasonably perceive as a conflict of interest, you must report it immediately to
your supervisor or the General Counsel. Your supervisor and the General Counsel
will work with you to determine whether you have a conflict of interest and, if
so, how best to address it. Although conflicts of interest are not automatically
prohibited, they are not desirable and may only be waived as described in
"Waivers of the Code" above.

CORPORATE OPPORTUNITIES

         As an employee of the Company, you have an obligation to advance the
Company's interests when the opportunity to do so arises. If you discover or are
presented with a business opportunity through the use of corporate property,
information or because of your position with the Company, you should first
present the business opportunity to the Company before pursuing the opportunity
in your individual capacity. No employee may use corporate property, information
or his or her position with the Company for personal gain or should compete with
the Company.

         You should disclose to your supervisor the terms and conditions of each
business opportunity covered by this Code that you wish to pursue. Your
supervisor will contact the General Counsel and the appropriate management
personnel to determine whether the Company wishes to pursue the business
opportunity. If the Company waives its right to pursue the business opportunity,
you may pursue the business opportunity on the same terms and conditions as
originally proposed and consistent with the other ethical guidelines set forth
in this Code.

CONFIDENTIAL INFORMATION

         Employees have access to a variety of confidential information while
employed at the Company. Confidential information includes all non-public
information that might be of use to competitors, or, if disclosed, harmful to
the Company or its customers. Employees have a duty to safeguard all
confidential information of the Company or third parties with which the Company
conducts business, except when disclosure is authorized or legally mandated. An
employee's obligation to protect confidential information continues after her or
she leaves the Company. Unauthorized disclosure of confidential information
could cause competitive harm to the Company or its customers and could result in
legal liability to you and the Company.

         Any questions or concerns regarding whether disclosure of Company
information is legally mandated should be promptly referred to the General
Counsel.



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COMPETITION AND FAIR DEALING

         All employees should endeavor to deal fairly with fellow employees and
with the Company's tenants, customers, vendors, suppliers and competitors. While
it is expected that the Company's employees will advance the interests of the
Company, they should do so in a manner that is consistent with high standards of
integrity and ethical dealing. Employees should not take unfair advantage of
anyone through manipulation, concealment, abuse of privileged information,
misrepresentation of material facts or any other unfair-dealing practice.

PROTECTION AND USE OF COMPANY ASSETS

         Employees should protect T REIT's assets and ensure their efficient use
for legitimate business purposes only. Theft, carelessness and waste have a
direct impact on the Company's profitability. The use of Company funds or
assets, whether or not for personal gain, for any unlawful or improper purpose
is prohibited.

         To ensure the protection and proper use of the Company's assets, each
employee should:

         -        Exercise reasonable care to prevent theft, damage or misuse of
                  Company property;

         -        Report the actual or suspected theft, damage or misuse of
                  Company property to a supervisor;

         -        Use the Company's telephone system, other electronic
                  communication services, written materials and other property
                  primarily for business-related purposes;

         -        Safeguard all electronic programs, data, communications and
                  written materials from inadvertent access by others; and

         -        Use Company property only for legitimate business purposes, as
                  authorized in connection with your job responsibilities.

         Employees should be aware that Company property includes all data and
communications transmitted or received to or by, or contained in, the Company's
electronic or telephonic systems. Company property also includes all written
communications. Employees and other users of this property should have no
expectation of privacy with respect to these communications and data. To the
extent permitted by law, the Company has the ability, and reserves the right, to
monitor all electronic and telephonic communication. These communications may
also be subject to disclosure to law enforcement or government officials.

GIFTS AND ENTERTAINMENT

         The giving and receiving of gifts is a common business practice.
Appropriate business gifts and entertainment are welcome courtesies designed to
build relationships and understanding among business partners. However, gifts
and entertainment should not compromise, or appear to compromise, your ability
to make objective and fair business decisions.



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         It is your responsibility to use good judgment in this area. As a
general rule, you may give or receive gifts or entertainment to or from
customers or suppliers only if the gift or entertainment would not be viewed as
an inducement to or reward for any particular business decision. All gifts and
entertainment expenses should be properly accounted for on expense reports.

         You should make every effort to refuse or return a gift that is beyond
these permissible guidelines. If it would be inappropriate to refuse a gift or
you are unable to return a gift, you should promptly report the gift to your
supervisor. Your supervisor will bring the gift to the attention of the General
Counsel, which may require you to donate the gift to an appropriate community
organization. If you have any questions about whether it is permissible to
accept a gift or something else of value, contact your supervisor or the General
Counsel for additional guidance.

         Note: Gifts and entertainment may not be offered or exchanged under any
circumstances to or with any employees of the U.S., state or local governments.
If you have any questions about this policy, contact your supervisor or the
General Counsel for additional guidance. For a more detailed discussion of
special considerations applicable to dealing with the U.S., state and local
governments, see "Interactions with the Government."

COMPANY RECORDS

         Accurate and reliable records are crucial to our business. Our records
are the basis of our earnings statements, financial reports and other
disclosures to the public and guide our business decision-making and strategic
planning. Company records include booking information, payroll, timecards,
travel and expense reports, e-mails, accounting and financial data, measurement
and performance records, electronic data files and all other records maintained
in the ordinary course of our business.

         All Company records must be complete, accurate and reliable in all
material respects. Undisclosed or unrecorded funds, payments or receipts are
inconsistent with our business practices and are prohibited. You are responsible
for understanding and complying with our record keeping policy. Ask your
supervisor if you have any questions.

ACCURACY OF FINANCIAL REPORTS AND OTHER PUBLIC COMMUNICATIONS

         As a public company, we are subject to various securities laws,
regulations and reporting obligations. Both federal law and our policies require
the disclosure of accurate and complete information regarding the Company's
business, financial condition and results of operations. Inaccurate, incomplete
or untimely reporting will not be tolerated and can severely damage the Company
and result in legal liability.

         Our Principal Financial Officers bear the primary responsibility for
ensuring accurate, complete and timely disclosure. However, all of our employees
are expected to comply with the standards set forth by applicable law and in
this Code, and must neither participate in nor tolerate improper financial
reporting. Evidence of improper financial reporting should be reported to T
REIT's General Counsel immediately. Examples of evidence that should be reported
include:



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         -        financial results that seem inconsistent with the performance
                  of underlying business transactions;

         -        inaccurate Company records, such as overstated expense reports
                  or erroneous invoices;

         -        transactions that do not seem to have a good business purpose;
                  and

         -        requests to circumvent ordinary review and approval
                  procedures.

         The Company's Principal Financial Officers and other employees working
in the Accounting and Finance Department have a special responsibility to ensure
that all of our financial disclosures are full, fair, accurate, timely and
understandable. These employees must understand and strictly comply with
generally accepted accounting principles and all standards, laws and regulations
for accounting and financial reporting of transactions, estimates and forecasts.
In addition, such Principal Financial Officers should insist that employees they
supervise understand and strictly comply with such principles, policies, laws
and regulations.

COMPLIANCE WITH LAWS AND REGULATIONS

         Each employee has an obligation to comply with all laws, rules and
regulations applicable to the operations of the Company. These include, without
limitation, laws covering bribery and kickbacks, copyrights, trademarks and
trade secrets, information privacy, insider trading, illegal political
contributions, antitrust prohibitions, foreign corrupt practices, offering or
receiving gratuities, environmental hazards, compliance with the Americans with
Disabilities Act of 1990, employment discrimination or harassment, occupational
health and safety, false or misleading financial information or misuse of
corporate assets. You are expected to understand and comply with all laws, rules
and regulations that apply to your job position. If any doubt exists about
whether a course of action is lawful, you should seek advice from your
supervisor or the General Counsel.

INTERACTIONS WITH THE GOVERNMENT

         The Company conducts business with the U.S., state and local
governments. The Company is committed to conducting its business with all
governments and their representatives with the highest standards of business
ethics and in compliance with all applicable laws and regulations, including the
special requirements that apply to government contracts and government
transactions. In your interactions with the government, you should:

         -        Be forthright and candid at all times. No employee should
                  intentionally misstate or omit any material information from
                  any written or oral communication with the government.

         -        Exercise extreme care in maintaining records for and
                  allocating costs to government contracts. Costs incurred on
                  one government project should not be charged against another
                  government project.



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         -        You should not offer or exchange any gifts, gratuities or
                  favors with, or pay for meals, entertainment, travel or other
                  similar expenses for, government employees.

         If your job responsibilities include interacting with the government,
you are expected to understand and comply with the special laws, rules and
regulations that apply to your job position. If any doubt exists about whether a
course of action is lawful, you should seek advice immediately from your
supervisor and the General Counsel.

COMPLIANCE WITH INSIDER TRADING LAWS

         Company employees are prohibited from trading in the stock or other
securities of T REIT while in possession of material, nonpublic information
about T REIT. In addition, Company employees are prohibited from recommending,
"tipping" or suggesting that anyone else buy or sell stock or other securities
of T REIT on the basis of material, nonpublic information. Company employees who
obtain material nonpublic information about another company in the course of
their employment are prohibited from trading in the stock or securities of the
other company while in possession of such information or "tipping" others to
trade on the basis of such information. Violation of insider trading laws can
result in severe fines and criminal penalties, as well as disciplinary action by
the Company, up to and including termination of employment.

         Information is "non-public" if it has not been made generally available
to the public by means of a press release or other means of widespread
distribution. Information is "material" if a reasonable investor would consider
it important in a decision to buy, hold or sell stock or other securities. As a
rule of thumb, any information that would affect the value of stock or other
securities should be considered material. Examples of information that is
generally considered "material" include:

         -        Financial results or forecasts, or any information that
                  indicates a company's financial results may exceed or fall
                  short of forecasts or expectations;

         -        Important new products or services;

         -        Pending or contemplated acquisitions or dispositions,
                  including mergers, tender offers or joint venture proposals;

         -        Possible management changes or changes of control;

         -        Pending or contemplated public or private sales of debt or
                  equity securities;

         -        Acquisition or loss of a significant customer or contract;

         -        Significant write-offs;

         -        Initiation or settlement of significant litigation; and

         -        Changes in the Company's auditors or a notification from its
                  auditors that the Company may no longer rely on the auditor's
                  report.



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         The laws against insider trading are specific and complex. Any
questions about information you may possess or about any dealings you have had
in the Company's securities should be promptly brought to the attention of the
General Counsel.

PUBLIC COMMUNICATIONS AND REGULATION FD

PUBLIC COMMUNICATIONS GENERALLY

         The Company places a high value on its credibility and reputation in
the community. What is written or said about the Company in the news media and
investment community directly impacts our reputation, positively or negatively.
Our policy is to provide timely, accurate and complete information in response
to public requests (media, analysts, etc.), consistent with our obligations to
maintain the confidentiality of competitive and proprietary information and to
prevent selective disclosure of market-sensitive financial data. To ensure
compliance with this policy, all news media or other public requests for
information regarding the Company should be directed to the Company
Spokespersons (defined below). The Company Spokespersons will work with you and
the appropriate personnel to evaluate and coordinate a response to the request.

COMPLIANCE WITH REGULATION FD

         In connection with its public communications, the Company is required
to comply with a rule under the federal securities laws referred to as
Regulation FD (which stands for "fair disclosure"). Regulation FD provides that,
when we disclose material, non-public information about the Company to
securities market professionals or stockholders (where it is reasonably
foreseeable that the stockholders will trade on the information), we must also
disclose the information to the public. "Securities market professionals"
generally include analysts, institutional investors and other investment
advisors.

         To ensure compliance with Regulation FD, we have designated the
following officials as "Company Spokespersons:"

         -        Chief Executive Officer

         -        Chief Financial Officer

         -        General Counsel.

         Only Company Spokespersons are authorized to disclose information about
the Company in response to requests from securities market professionals or
stockholders. If you receive a request for information from any securities
market professionals or stockholders, promptly contact the Company Spokespersons
to coordinate a response to such request.

         Company employees who regularly interact with securities market
professionals are specifically covered by Regulation FD and have a special
responsibility to understand and comply with Regulation FD. Contact the General
Counsel if you have any questions about the scope or application of Regulation
FD.



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<PAGE>

EMPLOYMENT PRACTICES

         T REIT pursues fair employment practices in every aspect of its
business. The following is intended to be a summary of our employment policies
and procedures. Copies of our detailed policies are available from the Human
Resources Department. Company employees must comply with all applicable labor
and employment laws, including anti-discrimination laws and laws related to
freedom of association and privacy. It is your responsibility to understand and
comply with the laws, regulations and policies that are relevant to your job.
Failure to comply with labor and employment laws can result in civil and
criminal liability against you and the Company, as well as disciplinary action
by the Company, up to and including termination of employment. You should
contact the General Counsel or the Human Resources Department if you have any
questions about the laws, regulations and policies that apply to you.

HARASSMENT AND DISCRIMINATION

         T REIT is committed to providing equal opportunity and fair treatment
to all individuals on the basis of merit, without discrimination because of
race, color, religion, national origin, sex (including pregnancy), sexual
orientation, age, disability, veteran status or other characteristic protected
by law. The Company prohibits harassment in any form, whether physical or verbal
and whether committed by supervisors, non-supervisory personnel or
non-employees. Harassment may include, but is not limited to, offensive sexual
flirtations, unwanted sexual advances or propositions, verbal abuse, sexually or
racially degrading words, or the display in the workplace of sexually suggestive
objects or pictures.

         If you have any complaints about discrimination or harassment, report
such conduct to your supervisor or the Human Resources Department. All
complaints will be treated with sensitivity and discretion. Your supervisor, the
Human Resources Department and the Company will protect your confidentiality to
the extent possible, consistent with law and the Company's need to investigate
your concern. Where our investigation uncovers harassment or discrimination, we
will take prompt corrective action, which may include disciplinary action by the
Company, up to and including, termination of employment. The Company strictly
prohibits retaliation against an employee who, in good faith, files a compliant.

         Any member of management who has reason to believe that an employee has
been the victim of harassment or discrimination or who receives a report of
alleged harassment or discrimination is required to report it to the Human
Resources Department immediately.

ALCOHOL AND DRUGS

         T REIT is committed to maintaining a drug-free work place. All Company
employees must comply strictly with Company policies regarding the abuse of
alcohol and the possession, sale and use of illegal substances. Drinking
alcoholic beverages is prohibited while on duty or on the premises of the
Company, except at specified Company-sanctioned events or as otherwise approved
by the executive officers of the Company. Possessing, using, selling or offering
illegal drugs and other controlled substances is prohibited under all
circumstances while on duty or on the premises of the Company. Likewise, you are
prohibited from reporting for work, or driving a



                                       12
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Company vehicle or any vehicle on Company business, while under the influence of
alcohol or any illegal drug or controlled substance.

VIOLENCE PREVENTION AND WEAPONS

         The safety and security of Company employees is vitally important. The
Company will not tolerate violence or threats of violence in, or related to, the
workplace. Employees who experience, witness or otherwise become aware of a
violent or potentially violent situation that occurs on the Company's property
or affects the Company's business must immediately report the situation to their
supervisor or the Human Resources Department.

         T REIT does not permit any individual to have weapons of any kind in
Company property or vehicles, while on the job or off-site while on Company
business. This is true even if you have obtained legal permits to carry weapons.
The only exception to this policy applies to security personnel who are
specifically authorized by Company management to carry weapons.

CONCLUSION

         This Code of Business Conduct and Ethics contains general guidelines
for conducting the business of T REIT consistent with the highest standards of
business ethics. If you have any questions about these guidelines, please
contact your supervisor or the General Counsel. Each employee is responsible for
his or her actions. Conduct that violates the law or this Code cannot be
justified by claiming that it was ordered or sanctioned by another employee in a
higher management position. If you engage in conduct prohibited by the law or
this Code, you will be deemed to have acted outside the scope of your
employment. Such conduct will subject you to disciplinary action, which may
include termination of employment.

THIS CODE AND THE MATTERS CONTAINED HEREIN ARE NEITHER A CONTRACT OF EMPLOYMENT
NOR A GUARANTEE OF CONTINUING T REIT POLICY. WE RESERVE THE RIGHT TO AMEND,
SUPPLEMENT OR DISCONTINUE THIS CODE AND THE MATTERS ADDRESSED HEREIN, WITHOUT
PRIOR NOTICE, AT ANY TIME AND FROM TIME TO TIME.



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