EXHIBIT 14.1

SBD code of Ethics

We, as management and employees of SiteWorks Building and Development Co, (SBD)
in recognition of the importance of our technologies in affecting the quality of
life throughout the world, and in accepting a personal obligation to our
profession, its members and the communities we serve, do hereby commit ourselves
to the highest ethical and professional conduct and agree:

1. to accept responsibility in making engineering decisions consistent with the
safety, health and welfare of the public, and to disclose promptly factors that
might endanger the public or the environment;

2. to avoid real or perceived conflicts of interest whenever possible, and to
disclose them to affected parties when they do exist;

3. to be honest and realistic in stating claims or estimates based on available
data;

4. to reject bribery in all its forms;

5. to improve the understanding of technology, its appropriate application, and
potential consequences;

6. to maintain and improve our technical competence and to undertake
technological tasks for others only if qualified by training or experience, or
after full disclosure of pertinent limitations;

7. to seek, accept, and offer honest criticism of technical work, to acknowledge
and correct errors, and to credit properly the contributions of others;

8. to treat fairly all persons regardless of such factors as race, religion,
gender, disability, age, or national origin;

9. to avoid injuring others, their property, reputation, or employment by false
or malicious action;

10. to assist colleagues and co-workers in their professional development and to
support them in following this code of ethics.

Agreed to By the Board of Directors,

SiteWorks Building & Development Co.,

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                       PROCEDURES AND GUIDELINES GOVERNING
           TRADING OF SITEWORKS BUILDING & DEVELOPMENT CO.,SECURITIES


I. PURPOSE

In order to comply with federal and state securities laws governing: (a) trading
in [Siteworks Building & Development Co.,]'s (the "Company"), securities while
in the possession of material nonpublic information concerning the Company; (b)
tipping or disclosing material nonpublic information to outsiders; and (c) to
prevent even the appearance of improper insider trading or tipping, the Company
has adopted this policy for all of its directors, officers, and employees, their
family members, and specially designated outsiders who have access to the
Company's material nonpublic information.

II.      SCOPE

A.       This policy covers all directors, officers and employees of the
         Company, their family members (defined as any relative or spouse or any
         relative of such spouse, any one of whom has the same home as the
         selling individual) (all collectively referred to as "Insiders"), and
         any outsiders whom the Insider Trading Compliance Officer may designate
         as Insiders because they have access to material nonpublic information
         concerning the Company.

B.       The policy applies to any and all transactions in the Company's
         securities, including its common stock and options to purchase common
         stock, and any other type of securities that the Company may issue,
         such as preferred stock, convertible debentures, warrants and
         exchange-traded options or other derivative securities (the
         "Securities").

C.       The policy will be delivered to all directors, officers, employees and
         designated outsiders upon its adoption by the Siteworks Building &
         Development Co.,nd to all new directors, officers, employees and
         designated outsiders at the start of their employment or relationship
         with the Company. Upon first receiving a copy of the policy or any
         revised versions, each Insider must sign an acknowledgment that he or
         she has received a copy and agrees to comply with the policy's terms.
         Section 16 Individuals and Key Employees, as defined below, may be
         required to certify compliance with the policy on an annual basis.


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III.     SECTION 16 INDIVIDUALS AND KEY EMPLOYEES

A.       Section l6 Individuals. The Company has designated those persons listed
         on Exhibit "A" attached hereto as the directors and officers who are
         subject to the reporting provisions and trading restrictions of Section
         16 of the Securities Exchange Act of 1934, as amended (the "Exchange
         Act"), and the underlying rules and regulations promulgated by the SEC.
         Section 16 Individuals must obtain prior approval of all trades in
         Company Securities from the Insider Trading Compliance Committee in
         accordance with the procedures set forth in Section VI.C below. The
         Company will amend Exhibit A from time to time as necessary to reflect
         the addition, resignation or departure of Section 16 Individuals.

B.       Key employees. The Company has designated those persons listed on
         Exhibit B attached hereto as Key Employees who, because of their
         position with the Siteworks Building & Development Co.,and their access
         to material nonpublic information, must obtain the prior approval of
         all trades in Company Securities from the Insider Trading Compliance
         Committee in accordance with the procedures set forth in Section VI.C
         below. The Company will amend Exhibit B from time to time as necessary
         to reflect the addition, resignation or departure of Key Employees.

IV.      INSIDER TRADING COMPLIANCE OFFICER AND COMPLIANCE COMMITTEE

The Company has designated [gatekeeper name], [gatekeeper title], as its Insider
Trading Compliance Officer (the "Compliance Officer"). The Insider Trading
Compliance Committee (the "Compliance Committee") will consist of the Compliance
Officer and General Counsel or a representative of the Company's then outside
securities law firm, as designated by the Company. The Compliance Committee will
review and either approve or prohibit all proposed trades involving the
Securities by Section 16 Individuals and Key Employees in accordance with the
procedures set forth in Section VI.C below.

In addition to the trading approval duties described in Section VI.C below, the
duties of the Compliance Officer will include the following:

A.       Administering this policy and monitoring and enforcing compliance with
         all policy provisions and procedures.

B.       Responding to all inquires relating to this policy and its procedures.

C.       Designating and announcing special trading blackout periods during
         which no Insiders may trade in Company Securities.

D.       Providing copies of this policy and other appropriate materials to all
         current and new directors, officers and employees, and such other
         persons who the Compliance Officer determines have access to material
         nonpublic information concerning the Company.

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E.       Administering, monitoring and enforcing compliance with all federal and
         state insider trading laws and regulations, including without
         limitation, Sections 10(b), 16, 20A and 21A of the Exchange Act and the
         rules and regulations promulgated thereunder, and Rule 144 under the
         Securities Act of 1933 (the "Securities Act"), and assisting in the
         preparation and filing of all required SEC reports relating to insider
         trading in Company Securities, including without limitation Forms 3, 4,
         5 and 144 and Schedules 13D and 13G.

F.       Revising the policy as necessary to reflect changes in federal or state
         insider trading laws and regulations.

G.       Maintaining as Company records, originals or copies of all documents
         required by the provisions of this policy or the procedures set forth
         herein, and copies of all required SEC reports relating to insider
         trading including without limitation Forms 3, 4, 5 and 144 and
         Schedules 13D and 13G.

H.       Maintaining the accuracy of the List of Section 16 Individuals and Key
         Employees as attached on Exhibits "A" and "B" and updating them
         periodically as necessary to reflect additions to or deletions from
         each category of individuals.

The Compliance Officer may designate one or more individuals who may perform the
Compliance Officer's duties or the duties of the other member of the Compliance
Committee in the event that the Compliance Officer or other Committee member is
unable or unavailable to perform such duties.

V. DEFINITION OF "MATERIAL NONPUBLIC INFORMATION"

         A. "MATERIAL" INFORMATION

Information about the Company is "material" if it would be expected to affect
the investment or voting decisions of the reasonable shareholder or investor, or
if the disclosure of the information would be expected to significantly alter
the total mix of the information in the marketplace about the Company. In simple
terms, material information is any type of information which could reasonably be
expected to affect the price of Company Securities. While it is not possible to
identify all information that would be deemed "material," the following types of
information ordinarily would be considered material:

o      Financial performance, especially quarterly and year-end earnings, and
       significant changes in financial performance or liquidity.

o      Company projections and strategic plans.

o      Potential mergers and acquisitions or the sale of Siteworks Building &
       Development Co.,ssets or subsidiaries.

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o      New major contracts, orders, suppliers, customers, or finance sources, or
       the loss thereof.

o      Major discoveries or significant changes or developments in products or
       product lines, research or technologies.

o      Significant changes or developments in supplies or inventory, including
       significant product defects, recalls or product returns.

o      Significant pricing changes.

o      Stock splits, public or private securities/debt offerings, or changes in
       Company dividend policies or amounts.

o      Significant changes in senior management.

o      Significant labor disputes or negotiations.

o      Actual or threatened major litigation, or the resolution of such
       litigation.

         B. "NONPUBLIC" INFORMATION

Material information is "nonpublic" if it has not been widely disseminated to
the public through major news wire services, national news services and
financial news services. For the purposes of this policy, information will be
considered public, i.e., no longer "nonpublic," after the close of trading on
the second full trading day following the Company's widespread public release of
the information.

         C. CONSULT THE COMPLIANCE OFFICER FOR GUIDANCE

Any Insiders who are unsure whether the information that they possess is
material or nonpublic must consult the Compliance Officer for guidance before
trading in any Company Securities.

VI. STATEMENT OF COMPANY POLICY AND PROCEDURES

         A. PROHIBITED ACTIVITIES

1.       No Insider may trade in Company Securities while possessing material
         nonpublic information concerning the Company.

2.       No Insider may trade in Company Securities outside of the applicable
         "trading windows" described in Section VI.B below, or during any
         special trading blackout periods designated by the Compliance Officer.

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3.       No Section 16 Individual or Key Employee listed on Exhibits "A" and "B"
         attached hereto may trade in Company Securities unless the trade(s)
         have been approved by the Compliance Committee in accordance with the
         procedures set forth in Section VI.C below. Section 16 Individuals and
         Key Employers who wish to sell Company Securities in order to liquidate
         their profits are strongly encouraged to sell their Securities pursuant
         to a predetermined written plan adopted prior to each fiscal or
         calendar year, which is approved by the Compliance Committee, specifies
         the dates and amounts of Securities to be sold, and cannot be modified
         during the year. To the extent possible, Section 16 Individuals and Key
         Employees should retain all records and documents that support their
         reasons for making each trade.

4.       The Compliance Officer may not trade in Company Securities unless the
         trade(s) have been approved by the other member of the Compliance
         Committee and [INSERT NAME] in accordance with the procedures set forth
         in Section VI.C below.

5.       No Insider may "tip" or disclose material nonpublic information
         concerning the Company to any outside person (including family members,
         analysts, individual investors, and members of the investment community
         and news media), unless required as part of that Insider's regular
         duties for the Siteworks Building & Development Co., and authorized by
         the Compliance Officer and/or the Investor Relations Committee. In any
         instance in which such information is disclosed to outsiders, the
         Company will take such steps as are necessary to preserve the
         confidentiality of the information, including requiring the outsider to
         agree in writing to comply with the terms of this policy, and/or
         signing a confidentiality agreement. All inquiries from outsiders
         regarding material nonpublic information about the Company must be
         forwarded to the Compliance Officer and/or the Investor Relations
         Committee.

6.       No Insider may give trading advice of any kind about the Company to
         anyone while possessing material nonpublic information about the
         Company, except that Insiders should advise others not to trade if
         doing so might violate the law or this policy. The Company strongly
         discourages all insiders from giving trading advice concerning the
         Company to third parties even when the insiders do not possess material
         nonpublic information about the Company.

7.       No Insider may trade in any interest or position relating to the future
         price of company Securities, such as a put, call or short sale.

8.       No Insider may (a) trade in the Securities of any other public company
         while possessing material nonpublic information concerning that
         company, (b) "tip" or disclose material nonpublic information
         concerning any other public company to anyone, or (c) give trading
         advice of any kind to anyone concerning any other public company while
         possessing material nonpublic information about that company.

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         B. TRADING WINDOWS AND BLACKOUT PERIODS

1.       Trading Window for Section 16 Individuals and Key Employees. After
         obtaining trading approval from the Compliance Committee in accordance
         with the procedures set forth in Section VI. C below, Section 16
         individuals and Key Employees listed on Exhibits "A" and "B" attached
         hereto may trade in Company Securities only during the period beginning
         at the close of trading on the second full trading day following the
         Company's widespread public release of quarterly or year-end earnings,
         and ending at the close of trading one week prior to the end of the
         then current quarter or fiscal year.

2.       Trading Windows for All Other Insiders. All other Insiders who are not
         Section 16 Individuals or Key Employees may trade in Company Securities
         only during the period beginning at the close of trading on the second
         full trading day following the Company's widespread public release of
         quarterly or year-end earnings and ending at the close of trading two
         trading days prior to the end of the then current quarter or fiscal
         year.

3.       No Trading During Trading Windows While in the Possession of Material
         Nonpublic Information. No Insiders possessing material nonpublic
         information concerning the Company may trade in Company Securities even
         during applicable trading windows. Persons possessing such information
         may trade during a trading window only after the close of trading on
         the second full trading day following the Company's widespread public
         release of the information.

4.       No Trading During Blackout Periods. No Insiders may trade in Company
         Securities outside of the applicable trading windows or during any
         special blackout periods that the Compliance Officer may designate. No
         Insiders may disclose to any outside third party that a special
         blackout period has been designated.

5.       Exceptions for Hardship Cases. The Compliance Officer may, on a
         case-by-case basis, authorize trading in Company Securities outside of
         the applicable trading windows (but not during special blackout
         periods) due to financial hardship or other hardships, but only in
         accordance with the procedures set forth in Section VI.C 2 below.

C.       PROCEDURES FOR APPROVING TRADES BY SECTION 16 INDIVIDUALS, KEY
         EMPLOYEES AND HARDSHIP CASES

1.       Section 16 Individual/Key Employee Trades. No Section 16 Individual or
         Key Employee may trade in Company Securities until:

a.       the person trading has notified the Compliance Officer in writing of
         the amount and nature of the proposed trade(s).

b.       the person trading has certified to the Compliance Officer in writing
         no earlier than two business days prior to the proposed trade(s) that:
         (i) he or she is not in possession of material nonpublic information
         concerning the Company; and (ii) the proposed trade(s) do not violate
         the trading restrictions of Section 16 of the Exchange Act or Rule 144
         of the Securities Act, and

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c.       the Compliance Committee has approved the trade(s) and the Compliance
         Officer has certified the Committee's approval in writing.

2.       Hardship Case Trades. The Compliance Officer may, on a case-by-case
         basis, authorize trading in Company Securities outside of the
         applicable trading windows due to financial hardship or other hardships
         only after:

a.       the person trading has notified the Compliance Officer in writing of
         the circumstances of the hardship and the amount and nature of the
         proposed trade(s),

b.       the person trading has certified to the Compliance Officer in writing
         no earlier than two business days prior to the proposed trade(s) that
         he or she is not in possession of material nonpublic information
         concerning the Company, and

c.       the Compliance Committee has approved the trade(s) and the Compliance
         Officer has certified the Committee's approval in writing. Only the
         Compliance Officer's approval is necessary for hardship trades by
         Insiders who are not Section 16 Individuals or Key Employees.

3.       No Obligation to Approve Trades. The existence of the foregoing
         approval procedures does not in any way obligate the Compliance Officer
         or Compliance Committee to approve any trades requested by Section 16
         Individuals, Key Employees or hardship applicants. The Compliance
         Officer or Compliance Committee may reject any trading requests at
         their sole reasonable discretion.

D.       EMPLOYEE BENEFIT PLANS

1.       Employee Stock Purchase Plans. The trading prohibitions and
         restrictions set forth in this policy do not apply to periodic
         contributions by the Company or employers to employee benefit plans
         (e.g. pension or 401K plans) which are used to purchase Company
         Securities pursuant to the employees' advance instructions. However, no
         officers or employees may alter their instructions regarding the
         purchase or sale of Company Securities in such plans while in the
         possession of material nonpublic information.

2.       Stock Option Plans. The trading prohibitions and restrictions of this
         policy apply to all sales of Securities acquired through the exercise
         of stock options granted by the Company pursuant to any stock option
         plan, but not to the acquisition of securities through the exercise of
         such options.

E.       PRIORITY OF STATUTORY OR REGULATORY TRADING RESTRICTIONS

         The trading prohibitions and restrictions set forth in this policy will
         be superseded by any greater prohibitions or restrictions prescribed by
         federal or state securities laws and regulations, e.g., short-swing
         trading by Section 16 Individuals or restrictions on the sale of
         securities subject to Rule 144 under the Securities Act of 1933. Any
         Insider who is uncertain whether other prohibitions or restrictions
         apply should ask the Compliance Officer.

VII. POTENTIAL CIVIL CRIMINAL AND DISCIPLINARY SANCTIONS

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A. CIVIL AND CRIMINAL PENALTIES

         The consequences of prohibited insider trading or tipping can be
         severe. Persons violating insider trading or tipping rules may be
         required to disgorge the profit made or the loss avoided by the
         trading, pay the loss suffered by the person who purchased securities
         from or sold securities to the insider tippee, pay civil penalties up
         to three times the profit made or loss avoided, pay a criminal penalty
         of up to $1 million, and serve a jail term of up to ten years. The
         Siteworks Building & Development Co.,nd/or the supervisors of the
         person violating the rules may also be required to pay major civil or
         criminal penalties.

B. COMPANY DISCIPLINE

         Violation of this policy or federal or state insider trading or tipping
         laws by any director, officer or employee or their family members, may
         subject the director to dismissal proceedings and the officer or
         employee to disciplinary action by the Company up to and including
         termination for cause.

C. REPORTING OF VIOLATIONS

         Any Insider who violates this policy or any federal or state laws
         governing insider trading or tipping, or knows of any such violation by
         any other Insiders, must report the violation immediately to the
         Compliance Officer. Upon learning of any such violation, the Compliance
         Officer, in consultation with the other Compliance Committee members
         and the Company's legal counsel, will determine whether the Company
         should release any material nonpublic information, or whether the
         Company should report the violation to the SEC or other appropriate
         governmental authority.

VIII. INQUIRIES

Please direct all inquiries regarding any of the provisions or procedures of
this policy to the Compliance Officer.

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                           RECEIPT AND ACKNOWLEDGMENT

I, ___________ , hereby acknowledge that I have received and read a copy of the
"SITEWORKS BUILDING & DEVELOPMENT CO., PROCEDURES AND GUIDELINES GOVERNING
TRADING OF [SITEWORKS BUILDING & DEVELOPMENT CO.,] SECURITIES" and agree to
comply with its terms. I understand that violation of insider trading or tipping
laws or regulations may subject me to severe civil and/or criminal penalties,
and that violation of the terms of the above-titled policy may subject me to
discipline by the Company up to and including termination for cause.

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Signature                           Date