Exhibit 14.1
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                  Code of Ethics for Senior Financial Officers
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The honesty, integrity and sound judgment of the senior financial officers of
ELXSI Corporation and its subsidiaries (collectively "ELXSI"), which includes
ELXSI's Chief Executive Officer, principal financial officer, principal
accounting officer or controller and other persons performing similar functions
(the "Senior Financial Officers"), is fundamental to the financial reporting
process and the reputation and success of ELXSI. ELXSI's Senior Financial
Officers hold an important and elevated role in corporate governance in that
they are uniquely capable and empowered to ensure that all stockholders'
interests are appropriately balanced, protected and preserved. Because of this
special role, each of the Senior Financial Officers agrees to be bound by this
Code of Ethics for Senior Financial Officers and each agrees that he or she will
materially comply with the following:

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

2.       Provide information that is accurate, complete, objective, relevant,
         timely and understandable to ensure full, fair, accurate, timely and
         understandable disclosure in reports and documents that ELXSI files
         with, or submits to, government agencies and in other public
         communications.

3.       Comply with applicable laws, rules and regulations of federal, state,
         provincial and local governments, and other appropriate private and
         public regulatory agencies.

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

5.       Respect the confidentiality of information acquired in the course of
         his/her work except when authorized or otherwise legally obligated to
         disclose. Confidential information acquired in the course of his/her
         work is not used for personal advantage.

6.       Share knowledge and maintain skills important and relevant to
         stockholder's needs.

7.       Proactively promote and be an example of ethical behavior as a
         responsible partner among peers in the work environment and the
         community.

8.       Achieve responsible use of and control over all assets and resources
         employed or entrusted.

Each of the Senior Financial Officers are expected to adhere to this Code of
Ethics for Senior Financial Officers and all other applicable Codes of Conduct
of ELXSI at all times. Any violations of either of these Codes shall be reported
in accordance with the procedures set forth in ELXSI's Complaint Procedures for
Accounting and Auditing Matters. If any Senior Financial Officer is found to be
in violation of this Code of Ethics for Senior Financial Officers, such person

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will be subject to disciplinary action, including termination of employment. It
is against ELXSI's policy to retaliate against any employee for good faith
reporting of violations of this Code.

The Board of Directors (or, if permitted under applicable SEC and Nasdaq
Marketplace Rules, the Audit Committee of the Board of Directors) shall have the
sole discretionary authority to approve any deviation or waiver from this Code
of Ethics for Senior Financial Officers. Any change of this Code of Ethics for
Senior Financial Officers, or any waiver and the grounds for such waiver for a
Senior Financial Officer must be publicly disclosed promptly in the manner
specified by the Securities and Exchange Commission rules.

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