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Exhibit 14.1
 Endeavour International Corporation
Code of Business Conduct




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CONTENTS
 COMPLIANCE IS SERIOUS BUSINESS
    
    
    3REPORTING POSSIBLE VIOLATIONS OF POLICIES
    
    
    4DISCIPLINARY ACTIONS
    
    
    5YOUR RESPONSIBILITIES TO ENDEAVOUR AND ITS SHAREHOLDERS
    
    
    6Equal Opportunity
    
    
    6Conflicts of Interest
    
    
    7Gifts & EntertainmentOutside EmploymentOutside DirectorshipsBusiness InterestsRelated PartiesOther SituationsDisclosureProtecting Endeavours Confidential Information
    
    
    9The Confidential Information AgreementDisclosure of Confidential InformationObligations Under Securities LawsInsider Trading
    
    
    10Disclosure to SEC and Other Public CommunicationsInsider TradingObligations Under Other Laws
    
    
    10Use of Endeavours Assets
    
    
    11GeneralComputers and Other EquipmentSoftwareUse of E-mailUse of the InternetMaintaining and Managing Financial Records
    
    
    13Payment Practices
    
    
    14Accounting PracticesPolitical ContributionsVendors, Contractors, and ConsultantsApproval LimitationsRESPONSIBILITIES TO OUR SUPPLIERS, AND CONTRACTORS
    
    
    15Payments or Gifts from Others
    
    
    15Handling the Confidential Information of Others
    
    
    16Need-to-KnowNotes and ReportsANNUAL FILING AND DISCLOSURE REQUIREMENTS
    
    
    17Annual Filing
    
    
    17Disclosing Amendments and Waivers
    
    
    17ACKNOWLEDGEMENT AND CERTIFICATION
    
    
    18A FINAL WORD
    
    
    19APPENDIX A  FOREIGN CORRUPT PRACTICES ACT




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ENDEAVOUR CODE OF BUSINESS CONDUCT
 COMPLIANCE IS SERIOUS BUSINESS




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ENDEAVOUR CODE OF BUSINESS CONDUCT
 REPORTING POSSIBLE VIOLATIONS OF POLICIES
  
    
    your manager
    
    the managers of the Finance or Legal departments.




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ENDEAVOUR CODE OF BUSINESS CONDUCT
 DISCIPLINARY ACTIONS




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ENDEAVOUR CODE OF BUSINESS CONDUCT
 YOUR RESPONSIBILITIES TO ENDEAVOUR AND ITS STOCKHOLDERS
 Equal Opportunity




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ENDEAVOUR CODE OF BUSINESS CONDUCT
 YOUR RESPONSIBILITIES TO ENDEAVOUR AND ITS STOCKHOLDERS
 Conflicts of Interest
   
    
    Accepting gifts and/or entertainment from suppliers, contractors, or other third parties
with which Endeavour does business.
    
    Being employed by another company while still an Endeavour employee.
    
    Serving as a director on a competitors board.
    
    Owning a significant part of or participating in another company or business.
    
    Communicating with competitors.
    
    Having close family relationships with outside suppliers, contractors, or consultants.
  Gifts and Entertainment.
 Outside Employment.
 Outside Directorships .
 Business Interests .




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ENDEAVOUR CODE OF BUSINESS CONDUCT
 YOUR RESPONSIBILITIES TO ENDEAVOUR AND ITS STOCKHOLDERS
 Conflicts of Interest (cont.)
 Related Parties .
 Other Situations.
 Disclosure.




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ENDEAVOUR CODE OF BUSINESS CONDUCT
 YOUR RESPONSIBILITIES TO ENDEAVOUR AND ITS STOCKHOLDERS
 Protecting Endeavours Confidential Information
  The Confidential Information Agreement.
 Disclosure of Confidential Information
  Computing Security.




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ENDEAVOUR CODE OF BUSINESS CONDUCT
 YOUR RESPONSIBILITIES TO ENDEAVOUR AND ITS STOCKHOLDERS
 Obligations Under Securities Laws
 Disclosure to SEC and Other Public Communications.
 Insider Trading. If you have material inside information about Endeavour, you may not trade in Endeavour
stock from the moment you receive that information until after the close of the second trading day
following public disclosure of the information.
   Obligations Under Other Laws




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ENDEAVOUR CODE OF BUSINESS CONDUCT
 YOUR RESPONSIBILITIES TO ENDEAVOUR AND ITS STOCKHOLDERS
 Use of Endeavours Assets
 General. donated
 Computers and Other Equipment.
 Software.
 Use of E-mail.
  
    
    Think carefully about what you wish to say. Avoid loose statements, unfounded assertions,
angry responses, threats, speculations, or suppositions about the actions of Endeavour, its
employees, or third parties.
    
    Label e-mail messages containing confidential information appropriately (e.g. confidential,
attorney-client communication). This tells the recipient how to treat the information in your
message.
    
    Copy only those persons on an e-mail who need to know what you are saying in order to do
their jobs.
    
    Keep in mind that e-mail messages can be, and usually are, subpoenaed in the event of
litigationeven if Endeavour is not a party to the lawsuit. Excepted are communications
between attorney and client: if you need to address a sensitive legal question to a member of
the Endeavour Legal Department, label the e-mail Attorney-Client Confidential in the subject
heading and do not copy anyone unless requested to do so by the attorney. Of course, not all
messages require this procedure. When in doubt, call the Legal Department to discuss how to
proceed.
   
    
    E-mail should not be used to further personal business opportunities or perform work for
anyone other than Endeavour.




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ENDEAVOUR CODE OF BUSINESS CONDUCT
 YOUR RESPONSIBILITIES TO ENDEAVOUR AND ITS STOCKHOLDERS
 Use of Endeavours Assets (cont.)
 
    
    E-mail must never be used to send or receive unlawful, obscene, or offensive messages or
files.
    
    E-mail must not be used to engage in political activities, to express personal opinions to
journalists or to take public positions on issues without the prior consent of Endeavour
management.
 Use of the Internet.




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ENDEAVOUR CODE OF BUSINESS CONDUCT
 YOUR RESPONSIBILITIES TO ENDEAVOUR AND ITS STOCKHOLDERS
 Maintaining and Managing Records




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ENDEAVOUR CODE OF BUSINESS CONDUCT
 YOUR RESPONSIBILITIES TO ENDEAVOUR AND ITS SHAREHOLDERS
 Payment Practices
 Accounting Practices
  Political Contributions.
 Vendors, Contractors, and Consultants
  Approval Limitations.




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ENDEAVOUR CODE OF BUSINESS CONDUCT
 RESPONSIBILITIES TO OUR SUPPLIERS AND CONTRACTORS
 Payments or Gifts from Others




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ENDEAVOUR CODE OF BUSINESS CONDUCT
 RESPONSIBILITIES TO OUR SUPPLIERS AND CONTRACTORS
 Handling the Confidential Information of Others
  Need-to-Know.
 Notes and Reports.




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ENDEAVOUR CODE OF BUSINESS CONDUCT
 ANNUAL FILING AND DISCLOSURE REQUIREMENTS
 Annual Filing
  Disclosing Amendments and Waivers




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ENDEAVOUR INTERNATIONAL CORPORATION
 FCPA COMPLIANCE POLICY AND PROCEDURES
 Policy
 Purpose
  
    
    makes it illegal for US citizens and companies, their officers, directors,
employees and agents, and any stockholders acting on their behalf, to bribe
foreign officials; and
    
    requires US companies to keep accurate and complete books and records and to
maintain proper internal accounting controls.
  Scope
  Summary of the FCPA
  1.
    
    Anti-bribery Provisions
 a.
    
    Prohibited PaymentsThe FCPAs anti-bribery provisions make it illegal to bribe foreign officials in order to
obtain or retain business or to secure any improper advantage. Specifically, the FCPA
prohibits payments, offers or gifts of money or anything of value, with corrupt intent, to
a foreign official.For purposes of this policy and the related procedures, a foreign official is any officer
or employee of a foreign government (ie, other than the US) or any department, agency, or
instrumentality thereof (which includes a government-owned or government-controlled state enterprise) or of a




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public international
organization, any person acting in an official capacity for or on behalf of a foreign
government or government entity or of a public international organization, any foreign
political party or party official, or any candidate for foreign political office. Thus
foreign officials include not only elected officials, but also consultants who hold
government positions, employees or companies owned by foreign governments, political party
officials and others. The term public international organization includes such
organizations as the World Bank, the International Finance Corporation, the International
Monetary Fund, and the Inter-American Development Bank. The Companys Executive Vice
President, Administration, General Counsel and Secretary (General Counsel) should be
contacted if there is a question as to whether an organization should be treated as a
public international organization for purposes of this policy and the related procedures.Neither the Company nor any of its employees, agents or business partners shall make,
promise or authorize any gift, payment or offer anything of value on behalf of the Company
to a foreign official or to any third person (such as a consultant) who, in turn, is likely
to make a gift, payment or offer anything of value to a foreign official. Personal funds
must not be used to accomplish what is otherwise prohibited by Company policy.The procedures specifically outline the very limited circumstances  entertainment, meals,
gifts of a nominal value and other business courtesies  when items of value can be given
to foreign officials. Such entertainment, meals, gifts of a nominal value and other
business courtesies must have prior written approval of the General Counsel.b.
    
    Permissible PaymentsThe FCPA allows certain payments to foreign officials under very limited circumstances.
Facilitating payments to foreign officials in order to obtain non-discretionary, routine
governmental action, such as obtaining a permit to do business in a foreign country,
obtaining policy protection, or processing a visa, customs invoice or other governmental
paper are permitted under the FCPA. Various types of promotional or marketing payments
may also be permissible under the FCPA in certain circumstances. For example, certain
reasonable, bona fide expenses incurred while promoting the Company to foreign officials at
a Company facility or entertaining employees of a foreign state-owned firm (such as a
state-owned oil company) may also be legitimate expenses under the FCPA.Under this FCPA policy, Company employees or agents may make facilitating payments or
promotional/marketing payments only after obtaining prior written approval from the General
Counsel.
 2.
    
    Record-Keeping, Accounting and Payment PracticesThe record-keeping provisions of the FCPA require publicly held US companies such as the
Company to keep their books, records and accounts in reasonable detail accurately and to
reflect fairly all transactions and




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disposition of assets. Thus the Act prohibits the
mischaracterization or omission of any transaction on a companys books or any failure to
maintain proper accounting controls that results in such mischaracterization or omission.Accordingly, Company employees must follow applicable standards, principles, laws and Company
practices for accounting and financial reporting. Specifically, employees must be timely and
complete when preparing all reports and records required by management. Prior to paying or
authorizing a payment to a foreign official, Company employees or agents should be sure that no
part of such payment is to be made for any purpose other than that to be fully and accurately
described in the Companys books and records. No undisclosed or unrecorded accounts of the
Company are to be established for any purpose. False or artificial entries are not to be made
in the books and records of the Company for any reason.3.
    
    Due Diligence and Selection of Representatives and Business PartnersIn its foreign activities, the Company will compete for all business opportunities vigorously,
fairly, ethically and legally and, when appropriate, will negotiate contracts in a fair and
open manner, regardless of any pressure exerted by foreign officials. This characterization of
fairness and professionalism must extend to the activities of the Companys agents,
consultants, representatives and business partners. Prior to entering into an agreement with
any agent, consultant, joint venture partner or other representative, the Company should
perform proper and thorough FCPA-related due diligence and obtain from the third party certain
assurances of compliance.4.
    
    PenaltiesThe FCPA imposes criminal liability on both individuals and corporations. For individuals who
violate the anti-bribery provisions of the FCPA, criminal penalties include fines of up to
$250,000 or twice the amount of the gross pecuniary gain resulting from the improper payment,
imprisonment of up to five years, or both. The Company may not reimburse any fine imposed on
an individual. Corporations may be fined up to $2,000,000, or, alternatively, twice their
pecuniary gain, for criminal violations of the FCPAs anti-bribery provisions. In addition to
criminal penalties, a civil penalty of up to $10,000 may be imposed upon a company that
violates the anti-bribery provisions, and against any officer, director, employee or agent of a
company, or a stockholder acting on behalf of a company who violates the Act. The US
Department of Justice and the US Securities and Exchange Commission may also obtain injunctions
to prevent FCPA violations.Individuals who willfully violate the accounting provisions of the FCPA may be fined up to
$1,000,000, imprisoned up to ten years, or both. A corporation may be fined up to $2,500,000.
Alternatively, both individuals and corporations violating the Acts accounting provisions may
be subject to fines
of up to twice the amount of any pecuniary gain or loss resulting from such violation.




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In addition to civil and criminal penalties, a person or company found in violation of the FCPA
may be precluded from doing business with the US government. Other penalties include denial of
export licenses and debarment from programs under the Commodity Futures Trading Commission and
the Overseas Private Investment Corporation.Violating the FCPA will also result in discipline by the Company, up to and including
termination of employment.
 Responsibilities of Employees
   Procedures
 Purpose
  Scope
  Responsibilities




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Procedures
 1.
    
    International Payment Practices
 a.
    
    Prohibition of Improper Payments to Foreign OfficialsCompany employees and agents must not pay or give things of value to foreign officials,
directly or indirectly:
 
    
    To prevent some governmental action, such as the imposition of a large tax or
fine, or the cancellation of an existing government contract;
    
    To obtain a license or other authorization from a government where the
issuance involves the foreign officials or his governments discretion;
    
    To obtain confidential information about business opportunities, bids or the
activities or competitors;
    
    To obtain the right to open an office or secure a zoning ruling or to
influence the award of a government contract;
    
    To influence the rate of taxes that would be levied on the Companys business;
    
    To obtain relief from government controls;
    
    To resolve governmental disputes (ie, the resolution of tax deficiencies);
    
    To affect the nature of foreign regulations or the application of regulator
provisions; or
    
    To secure any improper advantage.
 b.
    
    Procedures for Making Permissible Payments to Foreign OfficialsThere are certain exceptions to the FCPAs prohibition against making payments or giving
things of value to foreign officials.
 i)
    
    Facilitating PaymentsUnder very limited circumstances, the FCPA permits facilitating payments to foreign
officials in order to expedite or secure the performance of routine governmental
actions. Routine governmental actions are limited to those actions which are
ordinarily and commonly performed by a foreign official.The Companys policy is to allow facilitating payments only when the refusal to make
such payments may severely and adversely affect the Companys ability to do business in
a foreign country. Before making or authorizing any such payment, the Company employee
desiring to do so first must submit to the General Counsel a detailed, written request
for authorization that sets forth:
 
    
    The amount of the payment (it should not exceed $500);
    
    To whom the payment is to be made, including title;
    
    The manner/means of payment;
    
    Whether or not the payment is recurring (and if so, how often); and
    
    The purpose of the payment (ie, to facilitate the installation of telephone
service).
 ii)
    
    Promotional ExpensesThe FCPA permits certain payments or benefits to foreign officials if the payments or
benefits are related to promotion or demonstration of




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the Companys products or
services, or to the performance of a particular Company contract with a foreign
government or state-owned company. Company employees may authorize the following types
of promotional expenses (after written approval from the General Counsel is obtained):
 
    
    Gifts to and Entertainment of Foreign Officials  expenses must be directly
related to the promotion, demonstration or explanation of the Companys products
or services; reasonable in light of customary gifts; legal under foreign
countrys laws; and properly recorded in the Companys books.
    
    Reimbursement of Travel Expenses of Foreign Officials  expenses may be paid,
provided that procedures above for Gifts and Entertainment are followed and
documentation is proper.
    
    Foreign Political Contributions  under no circumstances shall Company funds
be used to make political contributions to political parties or candidates in
foreign countries.
    
    Donations to Foreign Charities  donations are permitted, provided that
before making a donation to a non-US charitable entity, a request for approval
is sent to the General Counsel and a background check on charitable organization
is performed by the General Counsel. Documentation that substantiates the
Companys donation should be forwarded to the General Counsel for retention.
 c.
    
    Record-Keeping and Internal Accounting Controls Provisions
 i)
    
    Record-KeepingIt is the Companys policy to maintain accurate, reasonably detailed records which
fairly reflect its transactions and disposition of assets, regardless of whether the
transactions are domestic or international. Consistent with the requirements of the
FCPA, the Company shall maintain a system of internal accounting controls sufficient to
provide reasonable assurances that:
 
    
    Transactions are executed in accordance with managements general or specific
authorization;
    
    Transactions are recorded as necessary in conformity with generally accepted
accounting principles (GAAP), or any other criteria applicable to such
statements; and
    
    Proper safeguarding of the Companys assets exists.
 ii)
    
    Internal Accounting ControlsThe Accounting Department shall maintain accounting procedures, financial reporting and
controls for the Company. Monitoring and auditing systems must be in place to detect
violations of Company policy and of applicable laws.
 These requirements apply to the Company and all majority-owned affiliates, whether in the
US or in foreign locations. The Company also
should make a good-faith effort to ensure that affiliates in which the Company holds 50% or
less of the voting shares comply with the FCPA record-keeping and internal accounting
control provisions.
 2.
    
    Procedures for the Hiring of Foreign Consultants, Agents or Other Representatives




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The Companys FCPA policy prohibits both employees and independent third parties acting on its
behalf from offering anything of value to a foreign official. Conduct of third parties
(representatives) can subject the Company to liability. In all relationships with
representatives, the Company should:
 
    
    Thoroughly screen potential representatives prior to beginning a relationship
or entering into an agreement;
    
    Establish clear lines of authority for screening, selecting and monitoring
each representative;
    
    Obtain from each representative written assurances that he/she understands and
will abide by the Companys policies, practices and procedures;
    
    Monitor the representatives activities, including periodic review/audit of
their performance and payment practices;
    
    Investigate any signs of potentially troublesome activities or unethical
behavior; and
    
    Maintain records of the Companys compliance-related activities concerning
each representative.
 All Company agreements for the hiring or renewal of foreign agents must be approved by the
General Counsel. The Company shall periodically obtain an executed FCPA certification from
each of its international representatives.3.
    
    Procedures for Entering Into International Joint Ventures, International Mergers and
Acquisitions and Other International Equity Transactions
 a.
    
    Due DiligenceThe Company should perform an effective due diligence review prior to entering into any
foreign joint venture, merger or other equity transaction. Due diligence procedures should
include review of local law, interviews of joint venture partners (particularly if
state-owned/controlled) and key officials of acquisition target, identification of the
ultimate beneficial owner of the foreign acquiree (in case of acquisition), review of
agreements with governmental bodies, agreements with agents or consultants.b.
    
    Contractual ProvisionsIt is recommended that FCPA related contractual provisions be included in every
international joint venture agreement to be entered into by the Company. Also, when the
Company is acquiring a company with foreign operations or entering into an equity
transaction with a foreign entity, warrants should be made stating there have been no FCPA
violations.
 The General Counsel should review all agreements entered into by the Company to ensure
compliance with the Companys FCPA policy.4.
    
    FCPA Audit Procedures to Verify ComplianceRegular audits should be performed of the Companys records, books and accounts that are
designed to prevent and detect violations of the FCPA and
compliance with the Companys policies, practices and procedures. The audits should focus on
the following items:
 
    
    The Companys strategy to ensure compliance with the FCPA;
    
    Communication with and education of all pertinent employees and third-party
representatives;
    
    Establishment and implementation of monitoring mechanisms;
    
    Review of all international business agreements; and
 
    
    Due diligence procedures taken prior to entering into arrangements with
third-parties with international locations.




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ACKNOWLEDGMENT AND CERTIFICATION
 FOR
 ENDEAVOUR CODE OF BUSINESS CONDUCT
      NameSignatureDate




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