EXHIBIT 14.1

                                   TEAM, INC.

                            CODE OF ETHICAL CONDUCT

     All employees of Team and its subsidiaries are required to observe high
standards of business and personal ethics in the conduct of their duties and
responsibilities. Employees must practice honesty and integrity in every aspect
of dealing with other employees, customers, suppliers, stockholders, and with
government authorities.

     Our Core Values are as follows:

     - SAFETY FIRST in everything we do.

     - INTEGRITY means doing the right thing.

     - SERVICE LEADERSHIP throughout the Company.

     - INNOVATION supports continuous growth and improvement.

     - PRIDE AND RESPECT for ourselves and our Company.

     This Code of Ethical Conduct will guide employees and directors as we
strive to uphold those core values. Any questions about the application of this
Code may be referred to the Chief Executive Officer ("CEO").

PROTECT HEALTH AND SAFETY

     Team is strongly committed to protecting the health and safety of employees
and others in our workplace. We will strive to eliminate all accidents,
injuries, and occupational illnesses through the active participation of
everyone. We are committed to continuous efforts to identify and eliminate or
manage safety risks. Employees must report perceived health and safety hazards
immediately so that they may be promptly addressed. To help protect themselves
and co-workers, they must also know and abide by the health and safety
requirements for their job.

  Obey the Law and Deal Honestly with the Company

     It is the Company's policy to observe and obey all laws applicable to it or
the conduct of its business wherever located. Whenever there is any uncertainty
about what is required to obey the law, you should seek guidance from your
immediate supervisor or an appropriate corporate officer to prevent violations.
If you believe the Company is operating in violation of any law or regulation,
you should notify your supervisor and a corporate officer immediately.

     Beyond merely obeying the law, we expect all employees and directors to
deal honestly with the Company. Fraud, embezzlement, willful damage or
destruction of company property and other misappropriation of funds or assets,
including proprietary or confidential company records are potentially criminal
offenses. The taking or paying of bribes is also strictly prohibited and, in
many cases, may be a violation of the law.

     Team will cooperate fully with appropriate authorities when they
investigate conduct that appears to be a crime and may, in addition to
disciplinary actions, seek restitution from individuals for harm to our
interests.

AVOID CONFLICTS OF INTEREST

     The Company prohibits conflicts of interest unless specifically approved by
the CEO. (The Board of Directors must approve any potential conflicts of
interest involving officers of either Team or any of its subsidiaries).
Conflicts of interest occur when an employee, director, or any other person
having a close personal relationship with the individual:

          a. obtains a significant financial or other beneficial interest in one
     of the Company's suppliers, customers or competitors;

          b. engages in a significant personal business transaction involving
     the Company for profit or gain;


          c. accepts money, gifts of more than nominal value, or other special
     accommodations from any supplier, customer or competitor;

          d. benefits personally in any sale, loan or gift of Company property;

          e. benefits from any transaction that would ordinarily be for the
     benefit of the Company (i.e., receiving revenue for work performed that
     should have gone to the Company).

     (A "person having a close personal relationship with the individual" refers
to a spouse, parents, children, siblings, mothers and fathers-in-law, sons and
daughters-in-law, brothers and sisters-in-law, and any person living in the same
home with the individual).

     There may be other situations that create conflicts of interest, including
the use of Company property for personal benefit or serving as a director of
another corporation. These activities should be reported to the Company's CEO
for clearance. It is the responsibility of the employee or director to be
mindful of potential conflicts of interest and to seek guidance if there could
be any question raised by a third party.

KEEP FAIR AND ACCURATE FINANCIAL RECORDS

     It is the policy of the Company to keep books and records that in
reasonable detail accurately and fairly reflect the Company's transactions. The
Company, under the direction of the Chief Financial Officer ("CFO"), shall
maintain a system of internal accounting controls to ensure reliability and
adequacy of its books and records and the proper recording of all transactions.

     All transactions entered into by the Company will be recorded in the
accounts of the Company in accordance with normal, established procedures. Each
entry will be coded to an account that accurately and fairly reflects the true
nature of the transaction.

     All financial statements (including branch P&L's, internal management
reports, and reports required to be filed with governmental entities, including
public reports filed with the SEC) shall be in a form sufficient to reflect
accurately and fairly the results of transactions being summarized by the
report.

     It is the responsibility of each cost center manager to immediately notify
the CFO of any known misstatements of financial information reported for their
profit or cost center and to assure that all transactions under their authority
are properly recorded in the books and records of the Company.

AVOID INSIDER TRADING

     If a director, officer or any employee has material non-public information
relating to the Company, it is our policy that neither that person nor any
related person may buy or sell securities of the Company or engage in any other
action to take advantage of, or pass on to others, that information. This policy
also applies to information relating to any other public company, including our
customers or suppliers, obtained in the course of employment.

PRACTICE FAIR EMPLOYMENT PRACTICES

     It is the policy of Team not to discriminate against employees on account
of race, color, age, gender, religion or national origin. Everyone shall be
treated with dignity and respect and will be evaluated on the basis of job
performance.

     Everyone is expected to contribute to a positive work environment.
Technical competence to perform a job is not a sufficient basis for continued
employment if an employee cannot work harmoniously and productively with others.
The Company prohibits all forms of harassment of its employees by other
employees, including their supervisors or members of management.

     Harassment is considered a serious act of misconduct and may subject an
employee to disciplinary action, including immediate discharge. "Harassment" may
be sexual, racial, ethnic or other forms of misconduct and may be expressed
verbally, non-verbally, in writing or physical.


THE CODE OF ETHICAL CONDUCT IN PRACTICE

     This Code of Ethical Conduct reminds employees of the serious obligations
that we all have to conduct Team's operations with candor, honesty and in strict
compliance with the law. Managers and Supervisors are responsible for
communicating the Code of Ethical Conduct to their employees and for enforcing
its standards and policies. Questions about the Code should be directed to the
CEO. Violators of the Code are subject to disciplinary action, including
termination.

RAISING CONCERNS AND REPORTING VIOLATIONS OF CODE OF ETHICAL CONDUCT

     Team encourages all employees to report concerns, including possible
violations of this Code of Ethical Conduct, so that they may be investigated and
evaluated. When appropriate, corrective action will be taken. Concerns may be
presented to managers, regional managers or to any corporate officer. All
violations of this Code of Ethical Conduct shall be reported immediately to the
CEO, who will cause an appropriate investigation of the violation to take place.
Any concerns raised about the Company's system of internal accounting controls
or financial accounting practices shall also be immediately reported to the
Chairman of the Audit Committee of the Board of Directors, who shall be
responsible for the investigating and resolving such concerns.

     No one shall punish, harass, intimidate or retaliate against any employee
who raises a concern. Such actions will result in disciplinary action up to and
including termination of employment.