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EXHIBIT 14.1


                              DUJOUR PRODUCTS, INC.

                     CODE OF ETHICS FOR PRINCIPAL EXECUTIVE
                          AND SENIOR FINANCIAL OFFICERS


                                       I.
                            Introduction and Purpose

         This  Code of Ethics  for  Principal  Executive  and  Senior  Financial
Officers  (hereinafter  referred to as the "Code") helps  maintain  standards of
business conduct and ensures compliance with legal  requirements,  specifically,
but not limited to, Section 406 of the  Sarbanes-Oxley Act of 2002 and SEC rules
promulgated thereby for Dujour Products,  Inc.  (hereinafter  referred to as the
"Company").

         In addition to securing compliance with legal requirements, the purpose
of the Code is to deter wrongdoing and promote ethical conduct,  and full, fair,
accurate,  timely, and understandable disclosure of financial information in the
periodic  reports of the  Company.  The matters  covered in this Code are of the
utmost  importance to the Company,  our stockholders and our business  partners,
and are essential to our ability to conduct our business in accordance  with our
stated values.

         Principal and Financial  executives hold an important and elevated role
in corporate  governance  and are uniquely  capable and empowered to ensure that
stockholders'  interests are  appropriately  balanced,  protected and preserved.
Accordingly,  this Code provides  principles to which  financial  executives are
expected to adhere and advocate.  This Code embodies rules regarding  individual
and peer  responsibilities,  as well as  responsibilities  to the  company,  the
public and others.

                                       II.
                                   Application

         This Code is applicable to the following persons (hereinafter  referred
to as the "Officers"):

1.       The Company's principal executive officers;
2.       The Company's principal financial officers;
3.       The Company's principal accounting officer or controller; and
4.       Persons performing similar functions.

                                      III.
                                 Code of Ethics:

         Each Officer shall adhere to and advocate the following  principles and
responsibilities governing professional and ethical conduct:

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1.    Act with honesty and integrity,  avoiding actual or apparent  conflicts of
      interest in personal and professional relationships.

2.    Provide  information that is full, fair,  accurate,  complete,  objective,
      relevant,  timely, and understandable to the Company's Board of Directors,
      the Securities and Exchange Commission,  the Company's  stockholders,  and
      the public.

3.    Comply with applicable governmental laws, rules, and regulations.

4.    Act in good faith,  responsibly,  with due care, competence and diligence,
      without  misrepresenting  material  facts  or  allowing  your  independent
      judgment to be subordinated.

5.    Take all reasonable  measures to protect the confidentiality of non-public
      information  about the Company  acquired in the course of your work except
      when   authorized  or  otherwise   legally   obligated  to  disclose  such
      information  and to not use such  confidential  information  for  personal
      advantage.

6.    Assure  responsible  use of and  control  over all  assets  and  resources
      employed or entrusted to you.

7.    Promptly  report to the Chairman of the Audit Committee (or in the absence
      of an Audit Committee, to the full Board of Directors):

         a.   any information you may have regarding any violation of this Code;

         b.   any actual or  apparent  conflict  of  interest  between  personal
              and/or  professional  relationships  involving  management  or any
              other employee with a role in financial  reporting  disclosures or
              internal controls;

         c.   any information  you might have concerning  evidence of a material
              violation of the  securities or other laws,  rules or  regulations
              applicable to the Company and its operations;

         d.   significant  deficiencies  in the design or  operation of internal
              controls  that could  adversely  affect the  Company's  ability to
              record, process, summarize or report financial data; or

         e.   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 controls.

                                       IV.
                 Reporting Procedure, Process and Accountability

         As discussed  above,  Officers shall  promptly  report any violation of
this Code to the Chairman of the Company's Audit Committee (or in the absence of
an Audit Committee, to the full Board of Directors).

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         Reports of  violations  under this Code received by the Chairman of the
Audit  Committee shall be investigated by the Audit Committee (or in the absence
of an Audit Committee,  to the full Board of Directors).  If the Audit Committee
finds a violation  of this Code,  it shall refer the matter to the full Board of
Directors.

         In the event of a finding that a violation  of this Code has  occurred,
appropriate  action  shall  be  taken  that  is  reasonably  designed  to  deter
wrongdoing  and to promote  accountability  for adherence to this Code,  and may
include written  notices to the individual  involved of the  determination  that
there has been a violation,  censure by the Board,  demotion or re-assignment of
the individual involved,  suspension with or without pay or benefits,  and up to
and including, if appropriate,  termination of the individual's  employment.  In
determining  what  action is  appropriate  in a  particular  case,  the Board of
Directors (or the  independent  directors of the Board as the case may be) shall
take into account all relevant information, including the nature and severity of
the  violation,  whether  the  violation  was a single  occurrence  or  repeated
occurrences,   whether  the  violation  appears  to  have  been  intentional  or
inadvertent,  whether the  individuals in question had been advised prior to the
violation as to the proper course of action and whether or not the individual in
question had committed other violations in the past.

                                       V.
                               Anonymous Reporting

         Any  violation  of this Code and any  violation  by the  Company or its
directors or officers of the securities  laws,  rules, or regulations,  or other
laws,  rules,  or  regulations  applicable to the Company may be reported to the
Chairman of the Audit Committee anonymously.

                                      VI.
                                 No Retaliation

         It is against the  Company's  policy to retaliate in any way against an
Officer for good faith reporting of violations of this Code.

                                      VII.
                              Waiver and Amendment

         The Company is committed  to  continuously  reviewing  and updating its
policies and procedures.  Therefore,  this Code is subject to modification.  Any
amendment or waiver of any provision of this Code must be approved in writing by
the Company's Board of Directors and promptly  disclosed  pursuant to applicable
laws and regulations.

                                      VIII.
                 Acknowledgment Of Receipt Of Code Of Ethics For
                Principal Executive And Senior Financial Officers

         I have  received and read the  Company's  Code of Ethics for  Principal
Executive and Senior Financial Officers (the "Code"). I understand the standards
and policies  contained in the Code and understand  that there may be additional
policies  or laws  applicable  to my job. I agree to comply with the Code in all
respects.

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         If I have questions  concerning the meaning or application of the Code,
any Company policies, or the legal and regulatory  requirements applicable to my
job, I know that I can consult with the Chairman of the Audit Committee, knowing
that my  questions  or reports will remain  confidential  to the fullest  extent
possible.

         I  understand  that my  agreement  to  comply  with  this Code does not
constitute a contract of employment.

___________________________
Officer Name

___________________________
Signature

___________________________
Date




         Please sign and return this form to the Company's Chairman of the Audit
Committee  (or in the  absence  of an  Audit  Committee,  to the  full  Board of
Directors).


























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