Exhibit 14.1

                          DIGITAL DESCRIPTOR SYSTEMS, INC.

             Code of Ethics for Directors, Senior Executive, Financial
                              and Accounting Officers

      This Code of Ethics for Directors, Senior Executive, Financial and
Accounting Officers (the "Code of Ethics") is intended to apply to the
directors, principal executive officer, principal financial officer, principal
accounting officer and controller or any person performing similar functions of
Digital Descriptor Systems, Inc. (the "Company"). References in this Code of
Ethics to the Company means the Company or any of its direct or indirect
subsidiaries.

I.    Purpose of Code of Ethics

      The purpose of this Code of Ethics is to promote the honest and ethical
conduct of the senior executive, financial and accounting officers or any person
performing similar functions (collectively the "employees," herein) and the
directors of the Company, including:

o     the ethical handling of actual or apparent conflicts of interest between
      personal and professional relationships;

o     full, fair, accurate, timely and understandable disclosure in periodic
      reports and documents required to be filed by the Company and in other
      public communications made by the Company;

o     compliance with all applicable governmental rules and regulations;

o     prompt internal reporting of violations of this Code of Ethics; and

o     accountability for adherence to this Code of Ethics.

II.   Interpretation

      Many of the policies and restrictions set forth in this Code of Ethics
apply to family members of employees and directors. For these purposes, a member
of an employee's or director's family shall include a spouse, parents,
stepparents, in-laws, siblings, children, stepchildren, whether by blood,
marriage or adoption and any other person residing in the employee's or
director's residence.

      This Code of Ethics covers a wide range of business practices and
procedures. It does not cover every issue that may arise, but it sets out basic
principles to guide the employees and directors of the Company. In general, as
an employee or director of the Company, you must conduct yourself in accordance
with this Code of Ethics and seek to avoid even the appearance of improper
behavior.
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      If you are in a situation which you believe may violate or lead to a
violation of this Code of Ethics, you must first consult the Chief Financial
Officer of the Company. If the Chief Financial Officer is unable to resolve your
situation due to a conflict of interest or is otherwise unable to assist you,
please consult the Audit Committee of the Board of Directors. If the Audit
Committee is unable to resolve your situation due to a conflict of interest or
is otherwise unable to assist you, please consult the Chairman of the Board of
Directors or any other member of the Board.

III.  Conflicts of Interest; Corporate Opportunities

      Conflicts. No employee or director shall, directly or indirectly, engage
or participate in, or authorize, any transactions or arrangements involving, or
raising questions of, possible conflict, whether ethical or legal, between the
interests of the Company and the personal interests of the employee or director
or his or her family.

      Corporate Opportunity. No employee or director shall take for himself or
herself personally any opportunity that arises through the use of corporate
property, information or position or shall use corporate property, information
or position for personal gain.

      Ownership of Interest in Other Entities. No employee, director or any
member of his or her family shall, directly or indirectly, acquire or hold any
beneficial interest of any kind in any firm or entity that does, or in the last
12 months did, business with the Company (unless previously approved by the
Audit Committee of the Board of Directors), or in any firm or entity which is
currently or prospectively competing in any manner with the Company. This
prohibition shall not apply to the acquisition or holding of any security
through a mutual fund or of any interest not in excess of 1% of any class of
securities listed on a national securities exchange or traded in an established
over-the-counter securities market. Activities and holdings that have the
appearance of impropriety are also to be avoided.

      Gifts. No employee, director or any member of his or her family shall,
directly or indirectly, seek, accept or retain gifts or other personal or
business favors from any vendor, supplier or customer of the Company or from any
individual or organization seeking to do business with the Company. A personal
benefit means any type of gift, gratuity, use of facilities, favor,
entertainment, service, loan, fee or compensation or anything of monetary value.
Specific exceptions to this prohibition will be made if there is no reasonable
likelihood of improper influence in the performance of duties on the part of the
employee or director on behalf of the Company and if the personal benefit falls
into one of the following categories:

o     normal business courtesies, such as meals, involving no more than ordinary
      amenities;

o     paid trips or guest accommodations in connection with proper Company
      business and with the prior approval of the Chief Financial Officer;

o     fees or other compensation received from any organization in which
      membership or an official position is held only if approved by the Chief
      Financial Officer;
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o     loans from financial institutions made in the ordinary course of their
      business on customary terms and at prevailing rates;

o     gifts of nominal value during the holiday season; or

o     business entertainment that is reasonable in nature, frequency and cost,
      such as, an occasional athletic, social or cultural event, or
      participation in corporate promotional events.

      Each employee and director should make every effort to refuse to accept,
or to return, any gift or gifts from a supplier, customer or other business
partner exceeding $200 in value. If such individual determines that the donor
would be insulted or embarrassed if the gift is refused or returned, a conflict
can nevertheless be avoided by promptly reporting the gift to the employee's
superior (or in the case of a director, to the Audit Committee) and delivering
to the employee's superior (or in the case of a director, to the Audit
Committee) the gift or a check payable to the Company for the fair value of the
gift (which the Company will donate to charity).

      Competition with the Company. No employee, director or any member of his
or her family may compete with the Company. No employee, director or any member
of his or her family may serve as a director, officer, employee of or consultant
to a competitor, vendor, supplier or other business partner of the Company
without the prior written approval of the Chief Financial Officer or in the case
of a director, the Audit Committee.

      Conduct of Business with Others. No employee, director or any member of
his or her family who directly or indirectly owns a financial interest in, or
has an obligation to, a competitor, supplier, customer or other business partner
of the Company, which interest or obligation is significant to such employee,
director or family member may conduct business (on behalf of the Company) with
such entity or person without the prior written approval of the Chief Financial
Officer.

      Broker, Finder, etc. No employee, director or any member of his or her
family may act as a broker, finder or other intermediary for his or her benefit
or for the benefit of any third party in a transaction involving the Company
without the prior written approval of the Chief Financial Officer.

IV.   Proper Accounting and Financial Integrity; Accurate Periodic Reports

      Books, Records and Accounts. All transactions must be executed only in
accordance with management's general or specific authorization. The Company's
books, records and accounts must reflect, accurately and fairly and within the
Company's regular system of accountability, all of the Company's transactions
and the acquisition and disposition of its assets. All transactions shall be
accurately recorded to permit the preparation of financial statements in
conformity with generally accepted accounting principles consistently applied
and other applicable rules, regulations and criteria, and to insure full
accountability for all assets and activities of the Company. Under no
circumstances shall there be any unrecorded funds or assets of the Company,
regardless of the purposes for which such fund or asset may have been intended,
or any improper or inaccurate entry, knowingly made on the books and records of
the Company. No payment on behalf of the Company shall be approved or made with
the intention or understanding that any part of such payment is to be used for a
purpose other than that described by the documents supporting the payment.
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      To ensure the accuracy of all periodic and other reports prepared by the
Company, the Company's books, records and accounts shall be maintained in
accordance with the following additional guidelines:

o     All Company accounting records, as well as reports produced from those
      records, must be kept and presented in accordance with the laws of each
      applicable jurisdiction.

o     All records must fairly and accurately reflect the transactions or
      occurrences to which they relate.

o     All records must fairly and accurately reflect in reasonable detail the
      Company's assets, liabilities, revenues and expenses.

o     The Company's accounting records must not contain any intentionally false
      or intentionally misleading entries.

o     No transaction may be intentionally misclassified as to accounts,
      departments or accounting periods.

o     All transactions must be supported by accurate documentation in reasonable
      detail and recorded in the proper account and in the proper accounting
      period.

o     No information may be concealed from the internal auditors or the
      independent auditors (or the Audit Committee or Board of Directors).

o     Compliance with Generally Accepted Accounting Principles and the Company's
      system of internal accounting controls is required at all times.

      Disclosure. Full, fair, accurate, timely and understandable disclosure in
our periodic reports filed with the SEC is required by law, the SEC and
essential to our continued success. All employees and directors who are involved
in the Company's disclosure process, are responsible for acting in furtherance
of this requirement. In particular, these individuals are required to maintain
familiarity with the disclosure requirements applicable to the Company and are
prohibited from knowingly misrepresenting, omitting, or causing others to
misrepresent or omit, material facts about the Company to others, whether within
or outside the Company, including the Company's independent auditors. In
addition, any employee or director who has a supervisory role in the Company's
disclosure process has an obligation to discharge his or her responsibilities
diligently.
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      Compliance with Internal and External Auditor. All employees and directors
must cooperate fully with the Company's internal audit staff, independent
auditors and counsel to enable them to discharge their responsibilities to the
fullest extent.

V.    Compliance with Laws, Rules and Regulations

      Recognition of the public interest must be a permanent commitment of the
Company in the conduct of its affairs. The activities of the Company and all of
its employees and directors, acting on its behalf must always be in full
compliance with both the letter and spirit of all laws, rules and regulations
applicable to our business. Furthermore, no employee or director should assist
any third party in violating any applicable law, rule or regulation. This
principle applies whether or not such assistance is, itself, unlawful. All
employees and directors must respect and obey the laws of the cities, states and
countries in which we operate and avoid even the appearance of impropriety. When
there is a doubt as to the lawfulness of any proposed activity, advice must be
sought from the Chief Financial Officer.

      Violation of applicable laws, rules or regulations may subject the
Company, as well as any employees and directors involved, to severe adverse
consequences, including imposition of injunctions, monetary damages (which could
far exceed the value of any gain realized as a result of the violation, and
which may be tripled in certain cases), fines and criminal penalties, including
imprisonment. In addition, actual or apparent violations of applicable laws,
rules and regulations by the Company or its employees and directors can
undermine the confidence of the Company's customers, investors, creditors and
bankers, as well as that of the general public. Employees and directors who fail
to comply with this Code of Ethics and applicable laws will be subject to
disciplinary measures up to and including termination of employment (or removal
from the board in the case of a director) from the Company.

VI.   Fair Dealing

      The Company seeks success only through honest business competition. We do
not seek competitive advantages through illegal or unethical business practices.
Each employee and director should endeavor to deal fairly with the Company's
customers, clients, service providers, suppliers, competitors and employees. No
employee or director should take unfair advantage of anyone through
manipulation, concealment, abuse of privileged information, misrepresentation of
material facts, or any unfair dealing practice.
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      All employees and directors must deal with the Company's customers,
suppliers, service providers, competitors and employees without regard to race,
color, religion, sex, national origin, sexual orientation, age, disability,
military service or marital status.

VII.  Compliance and Enforcement of Policy

      Communication of Policy. Communication of the policies contained in this
Code of Ethics will be made to all applicable employees and directors of the
Company who will be required to sign the attached Acknowledgement of Receipt and
Understanding at least annually.

      It is important that each employee and director comply not only with the
letter but, equally importantly, the spirit of these policies. If you believe
that one of the Company's employees or directors is acting in a manner that is
not in compliance with this policy, or that you have been requested to so act in
such a manner, you should immediately bring this matter to the attention of the
Chief Financial Officer. In order to encourage uninhibited communication of such
matters, such communications will be treated confidentially to the fullest
extent possible and no disciplinary or other retaliatory action will be taken
against an employee or director who communicates such matters.

      [Employees and directors must read the Company's Whistleblower Policy,
which describes the Company's procedure for the receipt, retention and treatment
of complaints received by the Company regarding accounting, financial reporting,
ethics and fraud concerns.]

      Investigation of Suspected Violations. The office of the Chief Financial
Officer will monitor all complaints [(except as otherwise provided in the
Company's Whistleblower Policy)] received by the Company. The Chief Financial
Officer or a person reporting directly or indirectly to the Chief Financial
Officer will maintain a log of all complaints, tracking their receipt,
investigation and resolution and shall prepare a periodic summary of the status
of all pending complaints that will be provided to the Company's board of
directors.

      It is the expectation of the Company that, in the normal course, the
office of the Chief Financial Officer, the Chief Executive Officer, or a
designee will conduct an investigation of suspected violations of this Code. You
are expected to cooperate in the investigation of reported violations. When
practical and appropriate under the circumstances, and in order to protect the
privacy of the persons involved, those people investigating the suspected
violation will attempt to keep confidential the identity of someone who reports
a suspected violation or who participates in the investigation. There may be
situations, however, when this information must be disclosed as part of our
investigation.

         Our board of directors has ultimate responsibility for final
interpretation of this Code of Ethics and for determining whether any violations
of this Code have occurred.

      Compliance. Any questions regarding this Code of Ethics or its application
should be discussed with the Chief Financial Officer and/or the Human Resources
Department. The Company shall consistently enforce this Code of Ethics through
appropriate means of discipline. Conduct violative of this Code of Ethics is
expressly outside the employee's scope of employment and outside the director's
responsibilities. Any employee or director whose conduct violates this Code of
Ethics will be subject to disciplinary action by the Company, including, in the
Company's discretion, discharge and/or forfeiture of any benefits or rights
(including contractual rights) which, under applicable law, are forfeitable upon
discharge for cause, and to the enforcement of such other remedies as the
Company may have under applicable law.
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VIII. Amendments to and Waivers of the Code of Ethics

      Any amendment to or waiver of this Code of Ethics will be made only by the
Board of Directors in writing and will be promptly disclosed as required by law
or by any applicable rules and regulations of any securities exchange or
securities quotation system on which the Company's securities are listed or
quoted.

                                       * * *

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                    Acknowledgement of Receipt and Understanding
                                         of
                          DIGITAL DESCRIPTOR SYSTEMS, INC.

             Code of Ethics for Directors, Senior Executive, Financial
                              and Accounting Officers

      I hereby acknowledge that I have been provided with Digital Descriptor
Systems, Inc.'s Code of Ethics. I further acknowledge that I have read the Code
of Ethics in its entirety and that I understand it. I agree to observe the
policies and procedures contained in the Code of Ethics and have been advised
that, if I have any questions or concerns relating to such policies or
procedures, I should discuss them with the Chief Financial Officer and/or the
Human Resources Department. I understand that failing to abide by Digital
Descriptor Systems, Inc.'s Code of Ethics could lead to disciplinary action up
to and including termination of employment. I also understand that no one other
than the Board of Directors has the authority to waive any provision of the Code
of Ethics and that any waiver must be in writing.

My signature below indicates my understanding of Digital Descriptor Systems,
Inc.'s Code of Ethics and my agreement to abide by the policies and procedures
contained therein.

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Employee/Director Signature              Date

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