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                                                                    Exhibit 14.1

                              CROWN NORTHCORP, INC.
                                 CODE OF ETHICS

Scope and Purpose

Since its inception in 1990, Crown NorthCorp, Inc. and its predecessors have
required that all persons working on its behalf conduct their business dealings
with the highest level of integrity. This Code of Ethics ("Code") sets forth
ethical principles to be followed by all of Crown's directors, officers and
employees, including the company's principal executive, financial and accounting
officers (collectively, "Covered Persons"). This Code is intended to:

         -        Promote honest and ethical conduct, including the ethical
                  handling of actual or apparent conflicts of interest between
                  personal and professional relationships;

         -        Require full, fair, accurate, timely and understandable
                  disclosure in reports and documents that Crown files with any
                  regulatory authority;

         -        Promote compliance with applicable governmental laws, rules
                  and regulations;

         -        Provide for the prompt internal reporting to specified persons
                  of possible violations of the Code;

         -        Foster honesty and accountability in all facets of Crown's
                  businesses.

All Covered Persons must comply at all times with the tenets of this Code. Any
violation of this code is grounds for disciplinary action, which may include
discharge and possible prosecution.

Fair Dealing

         -        Each Covered Person will at all times deal fairly with
                  customers, suppliers, competitors and all others doing
                  business with Crown. While Covered Persons are expected to
                  aggressively promote Crown's interests, they are also expected
                  to do so in a manner consistent with the highest standards of
                  integrity and ethical dealing.

         -        No Covered Person is to take unfair advantage of anyone
                  through manipulation, concealment, abuse of privileged
                  information, misrepresentation of facts or any other method of
                  unfair dealing.

Legal and Regulatory Compliance

         -        Covered Persons must at all times comply in all material
                  respects with all applicable laws, rules and regulations.

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         -        Covered persons must comply with Crown's policies regarding
                  the treatment of confidential or proprietary information, as
                  such policies may be expanded from time to time.

         -        To ensure full and complete reporting on the Crown's affairs
                  in the manner prescribed by the Securities and Exchange
                  Commission ("SEC"), all Covered Persons are responsible for
                  timely making the persons responsible for SEC report
                  preparation aware of materials or information that might have
                  to be disclosed in such reports.

Conflicts of Interest

         -        Covered Persons must take all reasonable measures to avoid not
                  only conflicts of interest but the appearance of conflicts of
                  interest. A conflict of interest (or the appearance of one)
                  occurs when a Covered Person has an interest in a transaction
                  or matter that may be different from Crown's. Examples of such
                  situations may include:

                     1.       When a Covered Person, or a member of his or her
                              family, will benefit personally from something the
                              Covered Person does or fails to do that is not in
                              Crown's best interests;

                     2.       When a Covered Person takes actions or has
                              interests that may make it difficult to perform
                              his or her work on behalf of Crown objectively and
                              effectively; and

                     3.       When a Covered Person, or a member of his or her
                              family, receives personal benefits other than from
                              Crown as a result of his or her position at Crown.

         -        When a conflict of interest exists, a director or the
                  principal executive officer will promptly report the conflict
                  to the Board of Directors; an officer other than the principal
                  executive officer will promptly report the conflict to the
                  principal executive officer; and any other Covered Person will
                  promptly report the conflict to his or her supervisor. In each
                  instance, the Covered Person will work with the party to whom
                  the conflict is reported such that:

                     1.       The situation creating the actual or apparent
                              conflict can be monitored;

                     2.       The Covered Person having the conflict will, to
                              the fullest extent possible, be kept out of any
                              decisions that might be affected by the conflict;

                     3.       Arrangements are in place to ensure that that the
                              Covered Person will not personally profit from the
                              circumstance causing the conflict; and

                     4.       Every reasonable effort will be made to eliminate
                              the conflict as promptly as possible.

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Corporate Opportunities

         -        No Covered Person will:

                     1.       Take for himself or herself personally any
                              opportunity of which he or she becomes aware, or
                              to which he or she obtains access, through the use
                              of Crown property, information or position;

                     2.       Enables a party other than Crown to take advantage
                              of an opportunity in any of Crown's areas of
                              business of which the Covered Person becomes aware
                              in the course of his or her activities on behalf
                              of Crown, unless Crown has expressly decided not
                              to attempt to take advantage of the opportunity;

                     3.       Otherwise use corporate property, information or
                              position for personal gain; or

                     4.       Compete with Crown generally or with regard to
                              specific transaction or opportunities.

Confidentiality

         -        Covered Persons must maintain the confidentiality of all
                  information entrusted to them by Crown or that our customers
                  consider confidential, except where Crown authorizes the
                  disclosure or the disclosure becomes legally mandated.

         -        In addition to complying with Crown's confidentiality policies
                  in force from time to time, Covered Person will abide by the
                  confidentiality provisions in agreements to which Crown is a
                  party.

Use of Company Assets

         -        Covered Persons will, by all practicable means, protect
                  Crown's assets and ensure their efficient use.

         -        Covered Persons will use Crown's assets only for legitimate
                  business purposes of Crown.

Changes in or Waivers of the Code

         -        Any waiver of any provision of this Code must be approved as
                  follows:

                     1.       With regard to any director or officer, by the
                              Board of Directors; or

                     2.       As to an employee who is not an officer of Crown,
                              by the chief executive officer.

         -        No waiver or change in this Code will be effective unless and
                  until Crown files the required notice thereof with the SEC.

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Compliance

         -        Covered Persons must promptly report any violations of this
                  Code. Failure to report a violation may lead to disciplinary
                  action against the person who failed to report the violation,
                  which may include discharge and possible prosecution..

         -        A possible violation of this Code by a Covered Person should
                  be reported to the Crown's corporate counsel. If a Covered
                  Person believes that a particular violation would not be
                  appropriate to report to the corporate counsel, the report of
                  the possible violation may be made to the chief executive
                  officer, to the chairman of the Audit Committee of Crown's
                  Board of Directors or to any other officer or director to whom
                  the Covered Person believes it would be appropriate to report
                  the possible violation.

         -        The identity of the Covered Person who reports a possible
                  violation of this Code by another party will be kept
                  confidential, except to the extent the Covered Person who
                  reports the possible violation consents to be identified or
                  the identification of that Covered Person is required by law.

         -        Possible violation of the Code may be reported orally or in
                  writing and may be reported anonymously.

         -        Crown will not permit retaliation for reports of possible
                  violations of the Code made in good faith.

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