EXHIBIT 14.1


                       CODE OF BUSINESS CONDUCT AND ETHICS
                                       FOR
                            REWARD ENTERPRISES, INC.

INTRODUCTION

                  Reward  Enterprises,  Inc. (the "Company") is committed to the
highest  standards of legal and ethical  conduct.  This Code of Business Conduct
and Ethics (the "Code") sets forth the  Company's  policies  with respect to the
way we conduct ourselves  individually and operate our business.  The provisions
of this Code are designed to deter  wrongdoing and to promote honest and ethical
conduct among our employees, officers and directors.

                  In the course of performing  our various roles in the Company,
each of us will  encounter  ethical  questions  in  different  forms and under a
variety  of  circumstances.  Moments  of  ethical  uncertainty  may arise in our
dealings with fellow  employees of the Company,  with  customers,  or with other
parties such as government  entities or members of our  community.  In achieving
the high ground of ethical  behavior,  compliance with  governmental laws is not
enough.  Our employees should never be content with simply obeying the letter of
the law,  but must also  strive to comport  themselves  in an honest and ethical
manner.  This Code provides clear rules to assist our  employees,  directors and
officers in taking the proper actions when faced with an ethical dilemma.

                  The  reputation  of the Company is our greatest  asset and its
value relies on the character of its employees.  In order to protect this asset,
the Company  will not  tolerate  unethical  behavior by  employees,  officers or
directors.  Those who  violate  the  standards  in this Code will be  subject to
disciplinary  action.  If you are  concerned  about  taking an  action  that may
violate the Code or are aware of a violation by another employee,  an officer or
a director, follow the guidelines set forth in Sections 10 and 11 of this Code.

                  This Code  applies  equally  to all  employees,  officers  and
directors of the Company.  All  references  to employees  contained in this Code
should be understood as referring to officers and directors as well.

1.       COMPLIANCE WITH LAWS, RULES AND REGULATIONS.

                  Company  policy  requires  that  the  Company,  as well as all
employees,  officers and  directors  of the Company,  comply fully with both the
spirit and the letter of all laws, rules and regulations. Whenever an applicable
law, rule or regulation is unclear or seems to conflict with either  another law
or any provision of this Code, all  employees,  officers and directors are urged
to seek clarification from their supervisor, the appropriate compliance official
or the Chief Executive Officer. See Section 11 for contact  information.  Beyond
mere  compliance  with the law, we should  always  conduct our business with the
highest standards of honesty and integrity - wherever we operate.

2.       CONFLICTS OF INTEREST.

                  Every employee has a primary  business  responsibility  to the
Company and must avoid conflicts of interest. A conflict of interest arises when
an employee takes actions or enters into relationships that oppose the interests
of the Company,  harm the Company's  reputation or interfere with the employee's
performance or  independent  judgment when carrying out any actions on behalf of
the Company. The Company strictly prohibits its employees from taking any action
or entering into any relationship,  personal or professional,  that creates,  or
even appears to create, a conflict of interest.

                  A conflict  situation  can arise when a  director,  officer or
employee  takes actions or has  interests  that may make it difficult to perform
his or her  work for the  Company  objectively  and  effectively.  Conflicts  of
interests  may also arise when a director,  officer or employee,  or a member of
his or her family,  receives an improper  personal benefit as a result of his or
her position with the Company.  It may be a conflict of interest for a director,
officer  or  employee  to work  simultaneously  for a  competitor,  customer  or
supplier. The best policy is to avoid any direct or indirect business connection
with our customers,  suppliers or competitors,  except on our behalf.  Employees
must be  sensitive to  potential  conflicts  of interest  that may arise and use
their best efforts to avoid the conflict.

                  In particular,  except as provided below, no director, officer
or employee shall:

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      >>    be a  consultant  to, or a  director,  officer  or  employee  of, or
            otherwise operate an outside business that:

            o     markets  products or services in competition  with our current
                  or potential products and services;

            o     supplies products or services to the Company; or

            o     purchases products or services from the Company;

      >>    accept  any  personal  loan or  guarantee  of  obligations  from the
            Company,  except to the extent such  arrangements have been approved
            by the Chief Executive Officer and are legally permissible; or

      >>    conduct  business on behalf of the  Company  with  immediate  family
            members, which include your spouse, children,  parents, siblings and
            persons sharing your same home whether or not legal relatives.

                  Directors,  officers  and  employees  must  notify  the  Chief
Executive  Officer of the  existence  of any  actual or  potential  conflict  of
interest.  With  respect  to  officers  or  directors,  the  Board  may  make  a
determination that a particular transaction or relationship will not result in a
conflict of interest covered by this policy. With respect to all other employees
or agents, the Chief Executive Officer, acting alone, or the Board may make such
a  determination.  Any waivers of this  policy as to an officer or director  may
only be approved by the Board of Directors.

                  Any   employee,   officer  or  director  who  is  aware  of  a
transaction or relationship  that could reasonably be expected to give rise to a
conflict of interest in violation  of this  section must inform the  appropriate
personnel  in  accordance  with the  procedures  set forth in Section 12 of this
Code.  If an  employee  has any  questions  regarding  the  Company's  policy on
conflicts of interest or needs  assistance  in avoiding a potential  conflict of
interest,  he or she is urged to seek the  advice of a  supervisor  or the Chief
Executive Officer.

3.       CORPORATE OPPORTUNITIES.

                  Employees,  officers and directors are prohibited  from taking
for themselves  personally  opportunities that are discovered through the use of
Company  property,  Company  information  or  their  position  in  the  Company.
Furthermore, employees may not use Company property, information or influence or
their  position in the Company for improper  personal gain.  Finally,  employees
have a duty to advance the Company's  legitimate  interests when the opportunity
to do so arises.  Consequently,  employees are not permitted to compete with the
Company.

4.       CONFIDENTIALITY.

                  Employees must maintain the  confidentiality  of  confidential
information  entrusted  to them by the Company or its  customers  or  suppliers,
except when  disclosure  is  authorized by the Company or required by applicable
laws or regulations.  Confidential  information includes proprietary information
of the Company,  as well as all non-public  information  that might be of use to
competitors,  or harmful to the Company or its  customers,  if  disclosed.  This
confidentiality  requirements is in additional to any other obligations  imposed
by the Company to keep information confidential.

5.       INSIDER TRADING.

                  Employees, officers and directors will frequently become aware
of confidential  non-public  information  concerning the Company and the parties
with  which  the  Company  does  business.  As set  forth in more  detail in the
Company's  Insider Trading Policy,  the Company  prohibits  employees from using
such confidential  information for personal financial gain, such as for purposes
of stock  trading,  or for any  other  purpose  other  than the  conduct  of our
business.  Employees must maintain the  confidentiality  of such information and
may not make disclosures to third parties,  including  members of the employee's
family.  All  non-public  information  about the  Company  should be  treated as
confidential  information.  To use non-public information for personal financial
benefit  or to "tip"  others  who may make  stock  trades  on the  basis of this
information is not only unethical but also illegal.  This policy also applies to
trading in the  securities  of any other  company,  including  our  customers or
suppliers, if employees have material, non-public information about that company
which the employee obtained in the course of their employment by the Company. In
addition to possible legal sanctions, any employee, officer or director found to

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be in violation  of the  Company's  insider  trading  policy will face  decisive
disciplinary  action.  Employees are  encouraged to contact the Company's  Chief
Executive Officer with any questions concerning this policy.

6.       PROTECTION AND PROPER USE OF COMPANY ASSETS.

                  All  Company  assets  should be used for  legitimate  business
purposes and all  employees,  officers and  directors  must make all  reasonable
efforts to protect the Company's  assets and ensure their  efficient use. Theft,
carelessness,  and waste have a direct impact on the Company's profitability and
must therefore be avoided.  The suspected occurrence of fraud or theft should be
immediately reported to the appropriate person in accordance with the procedures
set forth in Section 11 of this Code.

                  An  employee's  obligation  to protect  the  Company's  assets
extends  to  the  Company's  proprietary  information.  Proprietary  information
includes intellectual property such as patents, trademarks, copyrights and trade
secrets.  An  employee  who uses or  distributes  such  proprietary  information
without the Company's  authorization will be subject to disciplinary measures as
well as potential legal sanctions.

7.       FAIR DEALING.

                  Although the success of our Company  depends on our ability to
outperform  our  competitors,  the Company is committed to achieving  success by
fair and ethical means.  We seek to maintain a reputation for fair dealing among
our  competitors  and the  public  alike.  In light  of this  aim,  the  Company
prohibits   employees  from  engaging  in  any  unethical  or  illegal  business
practices.  An  exhaustive  list of  unethical  practices  cannot  be  provided.
Instead, the Company relies on the judgment of each individual employee to avoid
such practices.  Furthermore,  each employee should endeavor to deal fairly with
the Company's  customers,  suppliers,  competitors  and  employees.  No employee
should take unfair advantage of anyone through manipulation,  concealment, abuse
of privileged  information,  misrepresentation  of material  facts, or any other
unfair business practice.

8.       DISCLOSURES.

                  It is Company policy to make full, fair, accurate,  timely and
understandable  disclosure in compliance  with all  applicable  laws,  rules and
regulations in all reports and documents that the Company files with, or submits
to,  the   Securities   and  Exchange   Commission   and  in  all  other  public
communications  made by the Company.  Employees  shall endeavor in good faith to
assist the Company in such efforts.

9.       WAIVERS.

                  The Company  expects all employees,  officers and directors to
comply with the  provisions of this Code.  Any waiver of this Code for executive
officers, directors or employees may be made only by the Board of Directors or a
Board committee and will be promptly  disclosed to the public as required by law
and stock exchange regulations.

10.      COMPLIANCE GUIDELINES AND RESOURCES.

                  In some  situations,  our  employees may not be certain how to
proceed in compliance with this Code.  This  uncertainty may concern the ethical
nature of the employee's own acts or the employee's duty to report the unethical
acts of another. When faced with this uncertainty, the employee should carefully
analyze the situation and make use of Company  resources  when  determining  the
proper course of action. The Company also encourages  employees to talk to their
supervisors,  or other personnel  identified below, when in doubt about the best
course of action.

                  1.  GATHER  ALL THE  FACTS.  Do not take any  action  that may
violate the Code until you have gathered all the facts that are required to make
a  well-informed  decision  and,  if  necessary,  you have  consulted  with your
supervisor, or the Chief Executive Officer.

                  2. IS THE ACTION ILLEGAL OR CONTRARY TO POLICY?  If the action
is illegal or contrary to the  provision of this Code,  you should not carry out
the act.  If you believe  that the Code has been  violated  by an  employee,  an
officer or a director, you must promptly report the violation in accordance with
the procedures set forth in Section 12.

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                  3.  DISCUSS  THE  PROBLEM  WITH  YOUR  SUPERVISOR.  It is your
supervisor's  duty to assist employees in complying with this Code. Feel free to
discuss a situation that raises ethical issues with your  supervisor if you have
any questions. You will suffer no retaliation for seeking such guidance.

                  4.  ADDITIONAL  RESOURCES.  The  Chief  Executive  Officer  is
available  to speak  with you about  problematic  situations  if you do not feel
comfortable  approaching your direct supervisor.  If you prefer, you may request
assistance in writing by sending a request to the Chief Executive Officer.

11.      REPORTING PROCEDURES.

                  All  employees  have a duty to report any  violations  of this
Code, as well as violations of any laws, rules, or regulations. The Company does
not permit  retaliation of any kind against  employees for good faith reports of
ethical violations.

                  If you believe that the Code has been  violated by an employee
you must promptly  report the  violation to your direct  supervisor or the Chief
Executive Officer.  If a report is made to a supervisor,  the supervisor must in
turn report the violation to the Chief Executive  Officer.  All violations by an
officer or director of the Company must be reported directly to the entire Board
of Directors.

         Contact Information

                  Reports may be made in person,  by  telephone or in writing by
sending a description of the violation and the names of the parties  involved to
the  appropriate  personnel  mentioned in the preceding  paragraph.  The contact
information is as follows:

                           Earl Ingarfield
                           2033 Main Street, Suite 500
                           Sarasota, Florida 34237
                           Phone: (941) 928-7394

13.      DISCIPLINARY ACTION.

                  Employees,  officers and directors of the Company will be held
accountable  for adherence to this Code. The penalty for a particular  violation
of this Code will be  decided  on a  case-by-case  basis and will  depend on the
nature  and  severity  of the  violation  as well as the  employee's  history of
non-compliance  and  cooperation  in  the  disciplinary   process.   Significant
penalties will be imposed for violations  resulting from intentional or reckless
behavior.  Penalties  may also be  imposed  when an  employee  fails to report a
violation due to the employee's  indifference,  deliberate ignorance or reckless
conduct.  All violations of this Code will be treated  seriously and will result
in the prompt  imposition of penalties  which may include (1) an oral or written
warning,   (2)  a  reprimand,   (3)  suspension,   (4)  termination  and/or  (5)
restitution.

14.      NO RIGHTS CREATED.

                  This Code is a statement  of certain  fundamental  principles,
policies  and  procedures  that govern the  Company's  officers,  directors  and
employees in the conduct of the  Company's  business.  It is not intended to and
does not create any rights in any employee, supplier, competitor, shareholder or
any other person or entity.