Exhibit 14.1
 Endeavour International Corporation
 Code of Business Conduct




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CONTENTS
 COMPLIANCE IS SERIOUS BUSINESS
    
    
    1REPORTING POSSIBLE VIOLATIONS OF POLICIES
    
    
    2DISCIPLINARY ACTIONS
    
    
    3YOUR RESPONSIBILITIES TO ENDEAVOUR AND ITS STOCKHOLDERS
    
    
    4Equal Opportunity
    
    
    4Conflicts of Interest
    
    
    5Gifts and Entertainment
    
    
    5Outside Employment
    
    
    6Outside Directorships
    
    
    6Business Interests
    
    
    6Related Parties
    
    
    6Other Situations
    
    
    6Disclosure
    
    
    6Reporting Conflicts of Interest
    
    
    7Protecting Endeavours Confidential Information
    
    
    8The Confidential Information Agreement
    
    
    8Disclosure of Confidential Information
    
    
    8Computing Security
    
    
    8Anti-Corruption Compliance
    
    
    9Requirements of the FCPA
    
    
    9Requirements of the ATCSA
    
    
    9Requirements of the UKBA
    
    
    10Obligations Under Securities Laws
    
    
    12Disclosure to SEC and Other Public Communications
    
    
    12Insider Trading
    
    
    12Obligations Under Other Laws
    
    
    12Section 16 Reporting
    
    
    12Environmental Policy
    
    
    13Use of Endeavours Assets
    
    
    14General
    
    
    14Computers and Other Equipment
    
    
    14Software
    
    
    14Use of E-mail
    
    
    14Use of the Internet
    
    
    15Corporate Opportunities
    
    
    15Maintaining and Managing Records
    
    
    16Employee Conduct
    
    
    16Payment Practices
    
    
    18Accounting Practices
    
    
    18Political Contributions
    
    
    18Vendors, Contractors, and Consultants
    
    
    18Approval Limitations
    
    
    19RESPONSIBILITIES TO OUR SUPPLIERS AND CONTRACTORS
    
    
    20
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Payments or Gifts from Others
    
    
    20Handling the Confidential Information of Others
    
    
    21Need-to-Know
    
    
    21Notes and Reports
    
    
    21ANNUAL FILING AND DISCLOSURE REQUIREMENTS
    
    
    22Periodic Filings
    
    
    22Internal Control Report
    
    
    22Certifications
    
    
    22Disclosing Amendments and Waivers
    
    
    22ACKNOWLEDGMENT AND CERTIFICATION
    
    
    23A Final Word
    
    
    24
 APPENDIX A  Anti-Corruption Policy and Procedures
 ii




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ENDEAVOUR CODE OF BUSINESS CONDUCT
 COMPLIANCE IS SERIOUS BUSINESS
   Code
 1




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ENDEAVOUR CODE OF BUSINESS CONDUCT
 REPORTING POSSIBLE VIOLATIONS OF POLICIES
  
    
    your manager; or
    
    the Office of the Corporate Secretary.
  2




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ENDEAVOUR CODE OF BUSINESS CONDUCT
 DISCIPLINARY ACTIONS
   3




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ENDEAVOUR CODE OF BUSINESS CONDUCT
 YOUR RESPONSIBILITIES TO ENDEAVOUR AND ITS STOCKHOLDERS
 Equal Opportunity
   4




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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; and
    
    Having close family or close personal relationships with outside suppliers, contractors, or
consultants.
  Gifts and Entertainment de minimis
  5




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ENDEAVOUR CODE OF BUSINESS CONDUCT
 YOUR RESPONSIBILITIES TO ENDEAVOUR AND ITS STOCKHOLDERS
 Outside Employment
 Outside Directorships
 Business Interests
 Related Parties
 Other Situations
 Disclosure
 6




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ENDEAVOUR CODE OF BUSINESS CONDUCT
 YOUR RESPONSIBILITIES TO ENDEAVOUR AND ITS STOCKHOLDERS
 Reporting Conflicts of Interest
  7




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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
 8




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ENDEAVOUR CODE OF BUSINESS CONDUCT
 YOUR RESPONSIBILITIES TO ENDEAVOUR AND ITS STOCKHOLDERS
 Anti-Corruption Compliance
  Requirements of the FCPA
  Anti-Bribery Provisions. foreign official
 foreign official
 Record-Keeping and Accounting Provisions.
 Requirements of the ATCSA
  member, officer or servant of a public body
 9




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ENDEAVOUR CODE OF BUSINESS CONDUCT
 YOUR RESPONSIBILITIES TO ENDEAVOUR AND ITS STOCKHOLDERS
   Requirements of the UKBA
    foreign public official
  foreign public official
  10




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ENDEAVOUR CODE OF BUSINESS CONDUCT
 YOUR RESPONSIBILITIES TO ENDEAVOUR AND ITS STOCKHOLDERS
  Definition of Government Official. government
official
 (a)
    
    a foreign officialas defined in the FCPA;(b)
    
    a member, officer or servant of a public bodyas defined in the ATCSA;(c)
    
    a foreign public officialas defined in the UKBA;(d)
    
    an officer or employee of a Government-owned, -controlled, or operated
enterprise, such as a national oil company; and(e)
    
    any political party or party official or any candidate for political office
(consistent with the FCPA).
 Any question regarding whether an individual is considered a government official as defined
above must be addressed to the Office of the Corporate Secretary.
 11




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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
  Section 16 Reporting
 12




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ENDEAVOUR CODE OF BUSINESS CONDUCT
 YOUR RESPONSIBILITIES TO ENDEAVOUR AND ITS STOCKHOLDERS
  Environmental Policy
 13




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ENDEAVOUR CODE OF BUSINESS CONDUCT
 YOUR RESPONSIBILITIES TO ENDEAVOUR AND ITS STOCKHOLDERS
 Use of Endeavours Assets
 General
 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 the Office
of the Corporate Secretary, 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 Office of the Corporate Secretary to
discuss how to proceed.
 14




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ENDEAVOUR CODE OF BUSINESS CONDUCT
 YOUR RESPONSIBILITIES TO ENDEAVOUR AND ITS STOCKHOLDERS
   
    
    E-mail should not be used to further personal business opportunities or perform work for
anyone other than Endeavour.
    
    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
 Corporate Opportunities
 15




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ENDEAVOUR CODE OF BUSINESS CONDUCT
 YOUR RESPONSIBILITIES TO ENDEAVOUR AND ITS STOCKHOLDERS
 Maintaining and Managing Records
  
    
    No false, artificial, or deliberately inaccurate entries (such as overbilling or advance
billing) are permitted. Discounts, rebates, credits and allowances do not constitute
overbilling when lawfully granted. The reasons for the grant should generally be set forth in
Endeavours records, including the party requesting the treatment.
    
    No payment shall be made with the intention or understanding that all or any part of it is
to be used for any person other than that described by the documents supporting the payment.
    
    No undisclosed, unrecorded or off-book funds or assets are permitted. Transactions shall
be properly recorded to permit preparation of financial statements in accordance with
generally accepted accounting principles and to maintain accountability for assets. No false
or misleading statements, written or oral, shall be intentionally made to any internal
accountant or auditor or Endeavors independent registered public accounting firm with respect
to Endeavours financial statements or documents to be filed with the SEC or other
governmental authority.
    
    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 any purpose other than that
described by the documents supporting the payment.
  Employee Conduct
 
    
    Falsify, or cause to be falsified, any book, record or account;
    
    Make, or cause to be made, any materially false or misleading statement or omit to state,
or cause another person to omit to state, any material fact necessary in order to make
statements made, in light of the circumstances under which the statements were made, not
misleading to an accountant in connection with (a) any audit or examination of Endeavours
financial statements or (b) the preparation or filing of any document or report required to be
filed by Endeavour with the SEC or other governmental agency; or
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ENDEAVOUR CODE OF BUSINESS CONDUCT
 YOUR RESPONSIBILITIES TO ENDEAVOUR AND ITS STOCKHOLDERS
 
    
    Take any action to fraudulently influence, coerce, manipulate or mislead Endeavours
independent registered public accounting firm.
  17




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ENDEAVOUR CODE OF BUSINESS CONDUCT
 YOUR RESPONSIBILITIES TO ENDEAVOUR AND ITS STOCKHOLDERS
 Payment Practices
 Accounting Practices
  Political Contributions
  Vendors, Contractors, and Consultants
   18




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ENDEAVOUR CODE OF BUSINESS CONDUCT
 YOUR RESPONSIBILITIES TO ENDEAVOUR AND ITS STOCKHOLDERS
  Approval Limitations
 19




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ENDEAVOUR CODE OF BUSINESS CONDUCT
 RESPONSIBILITIES TO OUR SUPPLIERS AND CONTRACTORS
 Payments or Gifts from Others
  
    
    cash payments;
    
    gifts of more than token value;
    
    excessive entertainment;
    
    recreational trips; and
    
    use of facilities (e.g., planes or lodges).
     20




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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
 21




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ENDEAVOUR CODE OF BUSINESS CONDUCT
 ANNUAL FILING AND DISCLOSURE REQUIREMENTS
 Periodic Filings
  Internal Control Report
 Certifications
 Disclosing Amendments and Waivers
  22




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ACKNOWLEDGMENT AND CERTIFICATION
FOR
ENDEAVOUR CODE OF BUSINESS CONDUCT
 Code
     NameSignatureDate




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A Final Word...




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ENDEAVOUR INTERNATIONAL CORPORATION
 ANTI-CORRUPTION POLICY AND PROCEDURES
 Policy
 Purpose
   Scope
  Requirements of the FCPA
  Anti-bribery Provisions
 foreign official
 Appendix A - 1




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foreign official
   Record-Keeping Provisions
   Applicability of the FCPA
  Appendix A - 2




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Requirements of the ATCSA
  member, officer or servant of a public body
  Applicability of the ATCSA .
  Requirements of the UKBA
   Appendix A - 3




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foreign public official
  foreign public official
  Applicability of the UKBA .
  Government Officials
 government official
 (a)
    
    a foreign officialas defined in the FCPA;(b)
    
    a member, officer or servant of a public bodyas defined in the ATCSA;(c)
    
    a foreign public officialas defined in the UKBA;
 Appendix A - 4




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(d)
    
    an officer or employee of a Government-owned, -controlled, or operated enterprise, such as
a national oil company; and(e)
    
    any foreign political party or party official or any candidate for foreign political office
(consistent with the FCPA).
 Any question regarding whether an individual is considered a government official as defined above
must be addressed to the Office of the Corporate Secretary.
 Gifts, Travel, and Entertainment Expenses
 anything of value a
financial or other advantage travel and entertainment expenditures unless :
 
    
    It is not cash;
    
    It complies with local law and with the FCPA, the ATCSA, and the UKBA;
    
    It is not lavish or excessive;
    
    It is appropriate for the occasion and is non-discriminatory;
    
    It is infrequent;
    
    Approval is sought and received in accordance with the Code and this Policy.
Written approval must be obtained from the Office of the Corporate Secretary before
incurring any such expenses; and
    
    It is accurately recorded in the Companys books and records and supporting
documentation, such as an invitation to an event or a receipt for a gift that is
purchased, is maintained in the Companys records.
 Third Parties and Knowledge
  Appendix A - 5




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Due Diligence and Selection of Representatives and Business Partners
  Penalties
  a)
    
    Penalties under the FCPA.Companies that violate the FCPA anti-bribery provisions may be
subject to a fine of up to $2,000,000, or an alternate fine that could be much greater.
Individuals who violate the FCPA anti-bribery provisions may be imprisoned for up to five
years and are subject to a fine of up to $100,000, or an alternate fine that could be much
greater. An employer is not permitted to reimburse fines for FCPA violations.Individuals who willfully violate the accounting provisions of the FCPA may be fined up to
$5,000,000, imprisoned up to twenty years, or both. A corporation may be fined up to
$25,00,000. 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.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.b)
    
    Penalties under the ATCSA. Individuals who violate the ATCSA may be imprisoned for up to
seven years and/or subject to an unlimited fine. Companies that violate the ATCSA may be
subject to an unlimited fine, and managers of the company who had knowledge
 Appendix A - 6




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c)
    
    Penalties under the UKBA.Individuals who violate the UKBA may be imprisoned for up to ten
years and/or subject to an unlimited fine. Companies that violate the UKBA may be subject to
an unlimited fine. Where a company is convicted of any of the offences described at (a) to
(c) (under the paragraph headed Requirements of the UKBA) and a senior officer is shown to
have consented or connived in the company committing the offence, such officer will be guilty
of the underlying offence and subject to penalties as an individual.
 Responsibilities of Employees
   Procedures
 Purpose
  Scope
  Responsibilities
  Appendix A - 7




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Procedures
 1.
    
    Prohibition of Improper Payments to Government Officials
  
    
    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 (i.e., the resolution of tax deficiencies);
    
    To affect the nature of foreign regulations or the application of regulator
provisions; or
    
    To secure any improper advantage.
 2.
    
    Facilitating Payments are Prohibited
  3.
    
    Procedures for Making Permissible Payments to Foreign Officials
  Appendix A - 8




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Applicable Written Law Defense
 Reasonable and Bona Fide Expenditures Defense.
     
    
    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; nominal in value; something other than
cash; of the type and value that are unequivocally customer and
appropriate for the occasion; legal under local law and regulations and
guidelines of the government officials governmental entity; 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 Office of the Corporate Secretary and a
background check on charitable organization is performed by the Office
of the Corporate Secretary. Documentation that substantiates the
Companys donation should be forwarded to the Office of the Corporate
Secretary for retention.
 Appendix A - 9




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4.
    
    Record-Keeping and Internal Accounting Controls Provisions
 a.
    
    Record-Keeping
  
    
    Transactions are executed in accordance with managements general or
specific authorization;
    
    Transactions are recorded in such a way as to allow preparation of
accurate financial statements in conformity with generally accepted
accounting principles (GAAP), or any other criteria
applicable to such statements;
    
    Proper safeguarding of the Companys assets exists; and
    
    The recorded accountability for assets is compared with the existing
assets at reasonable intervals and appropriate action is taken with
respect to any differences.
  ii)
    
    Internal Accounting Controls
   Appendix A - 10




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5.
    
    Procedures for the Hiring of Consultants, Agents or Other Representatives
 representatives
 
    
    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, including the Code of
Business Conduct and the Anti-Corruption Policy;
    
    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.
   Appendix A - 11




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6.
    
    Procedures for Entering Into International Joint Ventures, International
Mergers and Acquisitions and Other International Equity Transactions
 a.
    
    Due Diligence
  b.
    
    Contractual Provisions
   7.
    
    Red Flags
     Appendix A - 12




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Appendix A - 13




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8.
    
    FCPA Audit Procedures to Verify Compliance
  
    
    The Companys strategy to ensure compliance with the FCPA, ATCSA, and UKBA;
    
    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.
 Appendix A - 14