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                                                                    EXHIBIT 14.1



                                  ADSTAR, INC.

                 CODE OF ETHICS FOR THE CHIEF EXECUTIVE OFFICER,
                 CHIEF FINANCIAL OFFICER, AND FINANCIAL MANAGERS

The Company's Chief Executive Officer (the "CEO"), Chief Financial Officer (the
"CFO"), and all financial managers of AdStar, Inc. (the "Company") are bound by
the provisions set forth herein relating to honest and ethical conduct,
including the handling of conflicts of interest and compliance with applicable
laws, rules and regulations:

        1.     The CEO, CFO, and financial managers are responsible for
               maintaining the Company's accounting records in accordance with
               all applicable laws, and ensure that the accounting records are
               proper, supported, classified, and do not contain any false or
               misleading entries.

        2.     The CEO, CFO, and financial managers are responsible for the
               Company's system of internal financial controls and shall
               promptly bring to the attention of the Chairman of the Audit
               Committee, any information he or she may have concerning:

               a)     significant deficiencies and material weaknesses in the
                      design or operation of internal control over financial
                      reporting which are reasonably likely to adversely affect
                      the Company's ability to record, process, summarize and
                      report financial data; and

               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 control over financial reporting.

        3.     The CEO, CFO and all financial managers are responsible for
               full, fair, accurate, timely and understandable disclosure in:

               a)      reports and documents that the Company files with or
                       submits to the SEC; and

               b)      the Company's other communications with the public,
                       including both written and oral disclosures, statements
                       and presentations.

        4.     The CEO, CFO and all financial managers are not permitted,
               directly or indirectly, to take any action to fraudulently
               influence, coerce, manipulate, or mislead any independent public
               or certified public accountant engaged in the performance of an
               audit or review of the financial statements of the Company that
               are required to be filed with the SEC if such person knew or was
               unreasonable in not knowing that such action could, if
               successful,

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               result in rendering such financial statements materially
               misleading. For purposes of this Code of Ethics, actions that
               "could, if successful, result in rendering such financial
               statements materially misleading" include, but are not limited
               to, actions taken at any time with respect to the professional
               engagement period to fraudulently influence, coerce, manipulate,
               or mislead an auditor:

               a)     to issue a report on the Company's financial statements
                      that is not warranted in the circumstances (due to
                      material violations of generally accepted accounting
                      principles, generally accepted auditing standards, or
                      other applicable standards);

               b)     not to perform audit, review or other procedures required
                      by generally accepted auditing standards or other
                      applicable professional standards;

               c)     not to withdraw an issued report; or

               d)     not to communicate matters to the Audit Committee.

        5.     The CEO, CFO and each financial manager shall promptly bring to
               the attention of the Chairman of the Audit Committee any
               information he or she may have concerning:

               a)     evidence of a material violation of the securities or
                      other laws, rules or regulations applicable to the Company
                      or its employees or agents, or

               b)     any violation of this Code of Ethics.

        6.     The CEO, CFO, and financial managers shall not, during the term
               of their employment with the Company, compete with the Company
               and may never let business dealings on behalf of the Company be
               influenced, or even appear to be influenced, by personal or
               family interests. The CEO, CFO and financial managers shall
               promptly bring to the attention of the Chairman of the Audit
               Committee any information he or she may have concerning 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.

        7.     The Company is committed to complying with both the letter and
               the spirit of all applicable laws, rules and regulations. The
               Company intends to prevent the occurrence of conduct not in
               compliance with this Code of Ethics and to halt any such conduct
               that may occur as soon as reasonably possible after its
               discovery. Allegations of non-compliance will be



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               investigated whenever necessary and evaluated at the proper
               level(s). Those found to be in violation of this Code of Ethics,
               including failures to report potential violations by others, are
               subject to appropriate disciplinary action, up to and including
               termination of employment. Criminal misconduct may be referred to
               the appropriate legal authorities for prosecution.

        8.     The Company will strive to keep confidential the identity of
               anyone reporting a possible violation. To facilitate the fullest
               compliance possible, and encourage employees to ask questions
               when presented with potential violations, the Company will not
               tolerate retaliation against any employee asking questions or
               making a good faith report in an attempt to comply with this
               code. Open communication of issues and concerns by all employees
               without fear of retribution or retaliation is vital to the
               successful implementation of this Code. All employees are
               required to cooperate with internal investigation of misconduct
               and unethical behavior.

        9.     Any waiver of this Code of Ethics may be made only by the Audit
               Committee and will be promptly disclosed as required pursuant to
               federal securities laws, regulations and applicable listing
               standards.



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