Exhibit 14.1
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                            WHITEFORD PARTNERS, L.P.
                               (the "Partnership")

                       Code of Ethics and Business Conduct
                        for the Senior Executive Officers
                          and Senior Financial Officers
                                  (the "Code")

This Code applies to the President, Chief Executive Officer, Chief Financial
Officer and persons performing similar functions within the Partnership (the
"Senior Officers"). This Code covers a wide range of business practices and
procedures. It does not cover every issue that may arise, but it sets out basic
principals to guide all Senior Officers of the Partnership. All Senior Officers
should conduct themselves accordingly and seek to avoid the appearance of
improper behavior in any way relating to the Partnership.

Any Senior Officer who has any questions about the Code should consult with the
Chief Executive Officer or the board of directors (the "Board").

The Partnership has adopted the Code for the purpose of promoting:

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

     o    Full, fair, accurate, timely and understandable disclosure in all
          reports and documents that the Partnership files with, or submits to,
          the Securities and Exchange Commission ("SEC") and in other public
          communications made by the Partnership that are within the Senior
          Officer's area of responsibility;

     o    Compliance with applicable governmental laws, rules and regulations;

     o    The prompt internal reporting of violations of the Code; and

     o    Accountability for adherence to the Code.

HONEST AND ETHICAL CONDUCT

Each Senior Officer owes a duty to the Partnership to act with integrity.
Integrity requires, among other things, being honest and candid. Senior Officers
must adhere to a high standard of business ethics and are expected to make
decisions and take actions based on the best interests of the Partnership, as a
whole, and not based on personal relationships or benefits. Generally, a
"conflict of interest" occurs when a Senior Officer's personal interests is, or
appears to be, inconsistent with, interferes with or is opposed to the best
interests of the Partnership or gives the appearance of impropriety.

Business decisions and actions must be made in the best interests of the
Partnership and should not be influenced by personal considerations or
relationships. Relationships with the Partnership's stakeholders - for example
suppliers, competitors and customers - should not in any way affect a Senior
Officer's responsibility and accountability to the Partnership. Conflicts of
interest can arise when a Senior Officer or a member of his or her family
receives improper gifts, entertainment or benefits as a result of his or her
position in the Partnership.

Specifically, each Senior Officer must:
     1.   Act with integrity, including being honest and candid while still
          maintaining the confidentiality of information when required or
          consistent with the Partnership's policies;
     2.   Avoid violations of the Code, including actual or apparent conflicts
          of interest with the Partnership in personal and professional
          relationships;
     3.   Disclose to the Board any material transaction or relationship that
          could reasonably be expected to give rise to a breach of the Code,
          including actual or apparent conflicts of interest with the
          Partnership;
     4.   Obtain approval from the Board before making any decisions or taking
          any action that could reasonably be expected to involve a conflict of
          interest or the appearance of a conflict of interest;
     5.   Observe both the form and spirit of laws and governmental rules and
          regulations, accounting standards and Partnership policies;
     6.   Maintain a high standard of accuracy and completeness in the
          Partnership's financial records; 7. Ensure full, fair, timely,
          accurate and understandable disclosure in the Partnership's periodic
          reports; 8. Report any violations of the Code to the Board; 9.
          Proactively promote ethical behavior among peers in his or her work
          environment; and 10. Maintain the skills appropriate and necessary for
          the performance of his or her duties.

DISCLOSURE OF PARTNERSHIP INFORMATION

As a result of the Partnership's status as a public Partnership, it is required
to file periodic and other reports with the SEC. The Partnership takes its
public disclosure responsibility seriously to ensure that these reports furnish
the marketplace with full, fair, accurate, timely and understandable disclosure
regarding the financial and business condition of the Partnership. All
disclosures contained in reports and documents filed with or submitted to the
SEC, or other government agencies, on behalf of the Partnership or contained in
other public communications made by the Partnership must be complete and correct
in all material respects and understandable to the intended recipient.


The Senior Officers, in relation to his or her area of responsibility, must be
committed to providing timely, consistent and accurate information, in
compliance with all legal and regulatory requirements. It is imperative that
this disclosure be accomplished consistently during both good times and bad and
that all parties in the marketplace have equal or similar access to this
information.

All of the Partnership's books, records, accounts and financial statements must
be maintained in reasonable detail, must appropriately reflect the Partnership's
transactions, and must conform both to applicable legal requirements and to the
Partnership's system of internal controls. Unrecorded or "off the book" funds,
assets or liabilities should not be maintained unless permitted by applicable
law or regulation. Senior Officers involved in the preparation of the
Partnership's financial statements must prepare those statements in accordance
with generally Accepted accounting principles, consistently applied, and any
other applicable accounting standards and rules so that the financial statements
materially, fairly and completely reflect the business transactions and
financial statements and related condition of the Partnership. Further, it is
important that financial statements and related disclosures be free of material
errors.

Specifically, each Senior Officer must:
     1.   Familiarize himself or herself with the disclosure requirements
          generally applicable to the Partnership;
     2.   Not knowingly misrepresent, or cause others to misrepresent, facts
          about the Partnership to others, including the Partnership's
          independent auditors, governmental regulators, self-regulating
          organizations and other governmental officials;
     3.   To the extent that he or she participates in the creation of the
          Partnership's books and records, promote the accuracy, fairness and
          timeliness of those records; and
     4.   In relation to his or her area of responsibility, properly review and
          critically analyze proposed disclosure for accuracy and completeness.

CONFIDENTIAL INFORMATION

Senior Officers, directors and employees must maintain the confidentiality of
confidential information entrusted to them by the Partnership of its customers,
suppliers, joint venture partners, or others with whom the Partnership is
considering a business or other transaction except when disclosure is authorized
by an executive officer or required or mandated by laws of regulations.

Confidential information includes all non-public information that might be
useful or helpful to competitors or harmful to the Partnership or its customers
or suppliers, if disclosed. It also includes information that suppliers,
customers and other parties have entrusted to the Partnership. The obligation to
preserve confidential information continues even after employment ends.

Records containing personal data about employees or private information about
customers, and their employees are confidential. They are to be carefully
safeguarded, kept current, relevant and accurate. They should be disclosed only
to authorized personnel or as required by law.

All inquiries regarding the Partnership from non-employees, such as financial
analysts and journalists should be directed to the Board. The Partnership's
policy is to cooperate with every reasonable request of government investigators
for information. At the same time, the Partnership is entitled to all the
safeguards provided by law for the benefit of persons under investigation or
accused of wrongdoing, including legal representation. If a representative of
any government or government agency seeks an interview or requests access to
data or documents for the purposes of an investigation, the Senior Officer
should refer the representative to the Board. Senior Officers also should
preserve all materials, including documents and e-mails that might relate to any
pending or reasonably possible investigation.

COMPLIANCE WITH LAWS

The Senior Officers must obey all applicable foreign, federal, state and local
laws, rules and regulations applicable to the business and operations of the
Partnership. Senior Officers who have access to, or knowledge of, material
non-public information from or about the Partnership are prohibited from buying,
selling or otherwise trading in the Partnership's stock or other securities.
"Material non-public" information includes any information, positive or
negative, that has not yet been made available or disclosed to the public and
that might be of significance to an investor, as part of the total mix of
information, in deciding whether to buy or sell stock or other securities.

Senior Officers also are prohibited from given "tips" on material non-public
information, that is directly or indirectly disclosing such information to any
other person, including family members, or other relatives or friends, so that
they may trade in the Partnership's stock or other securities. Furthermore, if,
during the course of a Senior Officer's service with the Partnership, he or she
acquires material non-public information about another Partnership, such as one
of our customers or suppliers, or learn that the Partnership is planning a major
transaction with another Partnership (such as an acquisition); the Senior
Officer is restricted from trading in the securities of the other Partnership.

REPORTING ACTUAL AND POTENTIAL VIOLATIONS OF THE CODE AND ACCOUNTABILITY FOR
COMPLIANCE WITH THE CODE

The Partnership, through the Board is responsible for applying this Code to
specific situations in which questions may arise and has the authority to
interpret this Code in any particular situation. This Code is not intended to
provide a comprehensive guideline for Senior Officers in relation to their
business activities with the Partnership. Any Senior Officer may seek
clarification on the application of this Code from the Board.


Each Senior Officer must:

     1.   Notify the Partnership of any existing or potential violation of this
          Code, and failure to do so is itself a breach of the Code; and
     2.   Not retaliate, directly or indirectly, or encourage others to do so,
          against any employee or Senior Officer for reports, made in good
          faith, of any misconduct or violations of the Code solely because that
          employee or Senior Officer raised a legitimate ethical issue.

The Board will take all action it considers appropriate to investigate any
breach of the Code reported to it. All Senior Officers, directors and employees
are required to cooperate fully with any such investigations and to provide
truthful and accurate information. If the Board determines that a breach has
occurred, it will take or authorize disciplinary or preventative action, as it
deems appropriate, after consultation with the Partnership's counsel if
warranted, up to and including termination of employment. Where appropriate, the
Partnership will not limit itself to disciplinary action but may pursue legal
action against the offending Senior Officer involved. In some cases, the
Partnership may have a legal or ethical obligation to call violations to the
attention of appropriate law enforcement authorities.

Compliance with the Code may be monitored by audits performed by the Board, the
Partnership's counsel and/or by the Partnership's outside auditors. All Senior
Officers, directors and employees are required to cooperate fully with any such
audits and to provide truthful and accurate information.

Any waiver of this Code for any Senior Officer or director may be made only by
the Board and will be promptly disclosed to stockholders and others, as required
by applicable law. The Partnership must disclose changes to and waivers of the
Code in accordance with applicable law.


/s/ Kevin T. Gannon
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Kevin T. Gannon