EXHIBIT 14


                            LEXINGTON RESOURCES, INC.

                   CODE OF BUSINESS CONDUCT AND ETHICS POLICY


         This code of business conduct and ethics policy of Lexington Resources,
Inc., a Nevada corporation (the "Company") was adopted by the Board of Directors
of the Company on February __, 2005.

1. Purpose.

The Board of Directors of the Company has adopted the following Code of Business
Conduct and Ethics Policy (the "Code") for the directors and officers of the
Company. This Code is intended to describe the core values and beliefs of the
Company and to provide the foundation for all business conduct. The Code is
further intended to focus the Board of Directors and each director and officer
on areas of ethical risk, provide guidance to directors and officers to help
them recognize and deal with ethical issues, provide mechanisms to report
unethical conduct, and help foster a culture of honesty and accountability. The
Company's guidelines for conducting business are consistent with the highest
standards of business ethics. Each director and officer must comply with the
letter and spirit of this Code.

No code or policy can anticipate every situation that may arise. Accordingly,
this Code is intended to serve as a source of guiding principles for directors
and officers. Directors and officers are encouraged to bring questions about
particular circumstances that may involve one or more of the provisions of this
Code to the attention of the Chair of the Ethics Committee (the "Committee"),
who may consult with legal counsel as appropriate.

2. Introduction.

Each director and officer is expected to adhere to a high standard of ethical
conduct. The good name of any corporation depends on the way it conducts its
business and the way the public perceived that conduct. Unethical actions, or
the appearance of unethical actions, are not acceptable. Directors and officers
are expected to be guided by the following principles in carrying out their
responsibilities.

     o    Loyalty.  No director or officer  should be or appear to be subject to
          influences,  interests of  relationships  that  conflict with the best
          interests of the Company.

     o    Compliance with Applicable Laws. The Company, its directors,  officers
          and its  employees  are  expected to comply with laws and  regulations
          applicable to the Company's activities.

     o    Observance of Ethical Standards.  In the conduct of their duties, each
          director  and  officer  must  adhere to high  ethical  standards  that
          include honesty and fairness.


<PAGE>


All employees of the Company have a duty to report any known or suspected
violation of this Code, including any violation of laws, rules, regulations or
policies that apply to the Company. Reporting a known or suspected violation of
this Code by others will not be considered an act of disloyalty, but an action
to safeguard the reputation and integrity of the Company, its directors and
officers, and employees.

3.  Conflicts of Interest

Directors and officers must avoid any conflicts of interest between the director
or officer, as the case may be, and the Company. Any situation that involved or
may involve a conflict of interest with the Company should be disclosed promptly
to the Chair of the Ethics Committee, who may consult with legal counsel as
appropriate.

A "conflict of interest" can occur when a director's or an officer's personal
interest is adverse to, or may appear to be adverse to, the interests of the
Company as a whole. Conflicts of interest also arise when a director, an
officer, or a member of his or her immediate family received improper personal
benefits as a result of his or her position as a director or officers of the
Company. For guidance, the New York Stock Exchange Rule 303A(2)(b) defines
"immediate family" to include a person's spouse, parents, children, siblings,
mothers and fathers-in-law, sons and daughters-in-law, brothers and
sisters-in-law and anyone (other than employees) who share such person's home.

This Code does not attempt to describe all possible conflicts of interest which
could develop. Some of the more common conflicts from which directors and
officers must refrain, however, are set out below.

     o    Improper conduct and activities.  Directors and officer may not engage
          in any conduct or activities that are inconsistent  with the Company's
          best  interests or that disrupt or impair the  Company's  relationship
          with any person or entity  with which the  Company  has or proposes to
          enter into a business or contractual relationship.

     o    Compensation from non-Company  sources.  Directors and officer may not
          accept  compensation  (in any form)  for  services  performed  for the
          Company from any source other than the Company unless  approved by the
          Ethics Committee and the Board of Directors.

     o    Gifts. Directors, officers and members of their immediate families may
          not accept gifts from persons or entities where any such gift is being
          made in order to influence  the  director's  or  officer's  actions or
          where  acceptance  of the  gifts  could  create  the  appearance  of a
          conflict of interest. All gifts must be disclosed to the Company.


<PAGE>


     o    Personal  use of Company  assets.  Directors  and officers may not use
          Company's  assets,  labor or  information  for  personal  use,  unless
          approved by the Ethics Committee and the Board of Directors or as part
          of a  compensation  or  expense  reimbursement  program  available  to
          directors or officers.

4. Corporate Opportunities.

Directors and officers are prohibited from: (a) taking for themselves personally
opportunities related to the Company's business; (b) suing the Company's
property, information or position for personal gain; or (c) competing with the
Company for business opportunities; provided, however, if the Company's
disinterested directors determine that the Company will not purse an opportunity
that relates to the Company's business, after disclosure of all material facts
by the director seeking to pursue the opportunity, the director may do so.

5. Confidentiality.

Directors and officers should maintain the confidentiality of information
entrusted to them by the Company and any other confidential information about
the Company and its business that comes to them, from whatever source, in their
capacity as a director or officer, as the case may be, except when disclosure is
authorized or legally mandated. For purposes of this Code, "confidential
information" includes all non-public information relating to the Company and its
business operations that might be of use to competitors or members of the public
or potentially harmful to the Company if disclosed (including news that has not
yet been released but that would greatly benefit the Company in the public's
eye). Unauthorized disclosure of confidential information could cause
competitive harm to the Company and could result in legal liability.

6. Protection and Use of Company Assets.

The Company's directors and officers should protect the assets of the Company
and ensure their efficient use of legitimate business purposes. Theft,
carelessness and waste have a direct impact on the Company's profitability. The
use of the funds or assets of the Company for any unlawful or improper purpose
is strictly prohibited. The directors and officers of the Company may not use
the assets of the Company for their personal benefit. To ensure the protection
and proper use of the Company's assets, each director and officer should: (a)
exercise reasonable care to prevent theft, damage or misuse of the Company's
property, whether tangible or intangible; (b) promptly report the actual or
suspected theft, damage or misuse of the Company's property; (c) safeguard all
electronic programs, data, communications and written materials from inadvertent
access by others; and (d) use the Company's property and assets for legitimate
business purposes.


<PAGE>


7. Accuracy of Financial Reports and Other Public Communications.

The Company is a public company and is required to report its financial results
and other information about its business to the public and the Securities and
Exchange Commission. The Company is subject to various securities laws and
regulations. The Company's policy is to disclose in accordance with all
applicable requirements accurate and complete information regarding the Company
and its business, financial condition, and results of operations. Inaccurate,
incomplete or untimely reporting can severely damage the Company' or result in
legal liability. The directors and officers of the Company should be on guard
for any possibility of inaccurate or incomplete financial reporting. Particular
attention should be paid to:

     o    Financial  results that seem  inconsistent with the performance of the
          underlying business.

     o    Transactions that do not seem to have an obvious business purpose.

     o    Requests to circumvent ordinary review and approval procedures.

The Company's Chief Financial Officer has a special responsibility to ensure
that all of the Company's financial disclosures are full, fair, accurate, timely
and understandable. Any practice or situation that might undermine this
objective should be reported to the Ethics Committee.

8. Corporate Records.

Accurate and reliable records are crucial to the Company and its business and
form the basis of the Company's earnings statements, financial reports and other
disclosure to the public. The Company's records are the source of essential data
that guide business decision-making and strategic planning.

All records of the Company must be complete, accurate and reliable in all
material respects. There is never an acceptable reason to make false or
misleading entries. Undisclosed or unrecorded funds, payments or receipts are
strictly prohibited. The directors and officers are responsible for
understanding and complying with the Company's record keeping policy.


<PAGE>


9. Compliance with Laws, Rules and Regulations; Fair Dealing.

Directors and officers shall comply and oversee policies designed to promote
compliance by the Company's employees, officers and directors with laws, rules
and regulations applicable to the Company, including insider trading laws.

Directors and officers shall oversee policies designed to promote ethical
dealing by employees and officers with the Company's suppliers, competitors and
other third parties involved in contractual relations with the Company.

10. Encouraging the Reporting of Illegal or Unethical Behavior.

Directors and officers should promote ethical behavior and encourage an
environment in which the Company: (a) encourages communication with the
Company's officers or other appropriate personnel when in doubt about the best
course of action in a particular situation; (b) encourages the reporting of
violation of laws, rules or regulation to the Company's officers or other
appropriate personnel; and (c) informs directors, officers and employees that
the Company will not allow retaliation for reports made in good faith.

All officers and employees of the Company have a duty to report any known or
suspected violation of this Code, including any violation of laws, rules,
regulations or policies that apply to the Company. Any violation or suspect
violation of this Code must be reported to the Ethics Committee, who will work
to investigate such concern. All questions or reports of known or suspected
violations of this Code will be treated with sensitivity and discretion. The
Ethics Committee and the Company will protect confidentiality to the extent
possible, consistent with the law and the Company's need to investigate.