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                                                                    EXHIBIT 14.1


[ONYX ACCEPTANCE CORPORATION LOGO]


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                                                                  CODE OF ETHICS



                                                                   November 2003

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I.       GENERAL POLICY
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         Congress passed the Sarbanes-Oxley Act of 2002, which is designed to
improve financial disclosure and controls, and promote ethical business
practices of U.S. companies. In the spirit of the Sarbanes-Oxley Act, we would
like to remind our employees of their duty to act ethically and in the best
interest of Onyx Acceptance Corporation (the "Company") and its stockholders.
The Company is issuing this Code of Ethics to reaffirm our existing policies to
promote the highest ethical standards and business practices at the Company.

         This policy is in addition to, and should be read in conjunction with,
the Company's existing policies, practices and procedures, including (but not
limited to) the Company's policies on securities trades, proprietary inventions,
trade secrets and employee conduct/harassment.

         The Company expects all employees to observe high ethical standards in
the performance of their duties, to observe all laws and regulations governing
business transactions, and to use corporate funds and assets only for legitimate
and ethical purposes. The guidelines in this Code of Ethics govern the conduct
of every aspect of the business of the Company in all jurisdictions in which the
Company does business.

         The officers of the Company are responsible for assuring consistent
adherence to this Code of Ethics by setting the standard for business ethics by
their conduct of the Company's business and through appropriate policies.

         Each employee, however, ultimately is responsible for his or her own
actions. All employees must acquaint themselves with the legal standards and
restrictions applicable to their assigned duties and responsibilities, and
conduct themselves accordingly. Employees shall not attempt to achieve
indirectly, through the use of agents and other intermediaries, what is
forbidden directly. Whenever the legality or propriety of any proposed program
or course of conduct is subject to question, it is mandatory for the employee
involved to obtain advice concerning these policies from the person to whom he
or she reports and, when appropriate, to request the Legal Department's advice.


         All personnel within the Company must strive to preserve the Company's
reputation for fair dealing with others in all circumstances. Payments for
favorable governmental action, consideration or treatment is prohibited under
many laws of the United States and will not be tolerated.

         The Company expects all employees to comply with the provisions of this
Code of Ethics. Any waiver of this Code of Ethics for executive officers or
directors may be made only by the Board of Directors or a committee of the Board
of Directors and will be promptly disclosed as required by law.

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*All references to the "Company" mean Onyx Acceptance Corporation and all of its
subsidiaries and affiliates. All references to "employees" should be understood
as referring to officers and directors as well.


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II.      PROHIBITED ACTIVITIES
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Below is a statement of the Company's policy prohibiting illegal or unethical
activities.

         1. The use of corporate assets or funds for any unlawful or improper
purpose is prohibited.

         2. No undisclosed or unrecorded asset or fund of the Company,
regardless of its intended purpose or use, shall be created or established for
any purpose.

         3. No false, improper or artificial entry shall be made in any books,
records or accounts of the Company for any reason, and no employee shall engage
in any arrangement that results in such prohibited act. The accounting records
of the Company must, at all times, accurately and fairly reflect in reasonable
detail the transactions and dispositions of the Company's assets.

         4. No transaction or payment shall be made or approved without adequate
supporting documentation or for any unlawful, improper or unauthorized purpose.
No payment on behalf of the Company shall be approved or made with the intention
or understanding that any part of the payment is to be used for other than the
purpose set forth in supporting documentation.

         5. No undisclosed rebate shall be made to the Company or to any of its
officers, employees, agents or representatives, and no kickbacks or commercial
bribes or other form of payoff are to be made to or received from any supplier,
customer or other business firm.

         6. No commission payments shall be made in excess of those required in
the ordinary course of business.

         7. No employee shall make, or cause to be made, false or misleading
statements, or omit to state, or cause any other person to omit to state, or
otherwise conceal, any material fact in connection with (i) any audit or
examination of the financial statements of the Company or (ii) the preparation
or filing of any document or report required to be filed with the Securities and
Exchange Commission, or otherwise.

         8. All supervisory personnel shall be responsible for the completeness
and accuracy of all books, records and accounts, and for compliance with this
policy within their specific areas of responsibility (including distribution of
this policy to ensure necessary staff knowledge and compliance).

         9. No employee shall pay or offer to pay anything of value (including
money, materials, equipment, facilities or services) to any federal, state or
local government (or subdivision thereof), governmental official or political
party for the purpose of inducing the recipient or a member of his or her
immediate family to exert influence in obtaining or retaining business for,
granting special consideration to, or foregoing any claim against, the Company.

         10. No employee shall disclose directly or indirectly any Company
confidential information acquired in the course of his or her employment, or use
that information to further any personal interest.

         11. No employee shall buy or sell the Company's stock or recommend the
purchase or sale to others on the basis of information about the Company that is
not generally known outside the Company, and that could affect the market value
of the Company's stock.

         12. No employee shall use Company funds, property or resources to
support any political party, campaign or candidate.

         13. If a legal or accounting question arises regarding the application
of this policy or any other policy of the Company, the Legal Department must be
promptly consulted.

         Any employee who knows of any unrecorded asset or fund or any
prohibited act or activity must report it promptly to the Legal Department.


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III.     CONFLICTS OF INTEREST
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A.       GENERAL

         Each employee owes the Company his or her undivided loyalty and should
ensure that all decisions and transactions are made in the best interest of the
Company and its stockholders. No employee should permit himself or herself to be
placed in a position which might give rise to the appearance of transacting or
using corporate assets other than for the best interest of the Company.

         It is not possible to enumerate all situations which may constitute a
conflict of interest; the facts of each case will determine whether the interest
in question involves an actual or potential conflict. Relevant factors would
include the amount of business involved, the extent to which an employee could
influence the Company's decisions with respect to a transaction, and whether the
interest is of such a nature that it might affect the objectivity or business
judgment of an employee.

         You should refer to the Company's Employee Handbook for additional
detail.

B.       PROHIBITED CONFLICTS OF INTEREST

No employee of the Company shall:

         1. Seek or accept, or permit members of his or her immediate family to
seek or accept, any gifts, payment, fee, service, commission, share in profits,
loan, or other special consideration, favor or privilege, except of nominal
value (less than $250), from any business or organization that does or seeks to
do business with the Company (or any subsidiary of such business or
organization), or which is a competitor of the Company, or any governmental
official or employee. This prohibition would apply to common courtesies and
hospitality if their scale or nature would in any way appear to affect the
impartiality of the individual involved, or imply a conflict of interest between
the individual and the Company, or they are of such a nature that the employee
would not be able to reciprocate under Company policy;

         2. Disclose or use confidential information gained by reason of
employment by the Company for profit or advantage for himself or herself or
anyone else;

         3. Compete with the Company in the acquisition or disposition of
property or rights; or

         4. Have travel or overnight accommodations paid for by a current or
prospective business associate without prior written approval of the President
of the Company.

C.       TRANSACTIONS AND SITUATIONS TO BE REPORTED

         The following paragraphs illustrate activities which typically may
involve a conflict of interest. Any transaction or situation described in the
following paragraphs, and any other conflict between the personal financial
interest of an employee of the Company or a member of the employee's immediate
family and the financial interests of the Company, shall be reported immediately
in writing to the employee's immediate supervisor.

         In all circumstances, appropriate action to protect the Company's
interests shall be taken in the light of all the circumstances by the
supervisor, who shall consult with the Legal Department. In some cases, prompt
elimination of the conflict will be required, while in other cases full
disclosure of the facts will be sufficient.

Examples of Conflicts of Interest:
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         (1) Financial Interest. An employee, or any member of his or her
immediate family, holding investments or any other direct or indirect financial
interest in (including indebtedness to) the business of a customer, distributor,
agent, contractor, vendor or supplier of the Company, or any enterprise to which
financing accommodations are, or may be, extended by the Company, or any other
organization (a) which has, or is seeking to have, business dealings with the
Company, where there is an opportunity for preferential treatment to be given to
or received from such organization or (b) which is or plans to be engaged in any
type of business that is competitive with the businesses carried on by the
Company, whether such interest is acquired before or after the relationship with
the Company is established.

         (2) Interest in Property. An employee or a member of his or her
immediate family acquiring or holding an investment in property in which the
Company may have an existing interest, by lease or otherwise, or in which they
may have knowledge of a possible corporate interest. If the Company expresses an
interest in any property in which the employee has an interest, such interest
must be disclosed to the Company.


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         No employee may buy, sell or lease any kind of property, facilities or
equipment from or to the Company or any firm or individual that has, or is
seeking to have, a business relationship with the Company for other than fair
market value.

         (3) Relationship with Customer, Supplier, Vendor, Distributor or
Competitor of the Company. Each employee must disclose whether such employee is
serving as an officer, director or consultant of, or in any management capacity
for, or having any other interest in or relationship with, any individual, firm
or other company (a) which is doing or seeking to do business with the Company
or (b) which is engaged in any type of business that is competitive with the
businesses carried on by the Company. The employee must comply with the
Company's policies and objective criteria when recommending any individual, firm
or business with whom the employee has a relationship.

         (4) Holding Other Positions to Detriment of the Company. Holding or
maintaining any relationships, including any employment or other participation
in a business enterprise or arrangement for the purchase or sale of goods or
services, between the employee or a member of his or her immediate family, or a
business enterprise owned by any of them, and a supplier of goods or services to
the Company.

         (5) Outside Activities. It is not the intent of this Code of Ethics to
discourage participation by employees in civic, welfare, political and similar
activities, but in all of these participations employees should be sensitive to
any embarrassment or prejudice that they may cause the Company.

         If, in the employee's judgment, a contemplated outside interest or
activity may present a conflict of interest, or may be prohibited by reason of a
narrow technical interpretation of the above statements, but the employee
believes that this interest or activity does not violate accepted standards of
ethical conduct and is not harmful to the Company, its customers or the public
interest, the employee may request approval in advance of the interest or
activity through the Legal Department.

         In the event approval is given and the employee acquires the interest
or becomes involved in the activity, the employee will have a continuing
responsibility to ensure that no conflict of interest develops.


IV.      COMMERCIAL TRANSACTIONS/FINANCIAL REPORTING
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         Employees have an obligation to deal with the Company's customers and
suppliers in a consistently fair and honorable manner. In addition to the
statements made elsewhere in this Code of Ethics, the following must be observed
in the day-to-day dealings of the Company's personnel with outsiders.

         Neither the Company nor any employee shall, either directly or
indirectly, pay, authorize or participate in any payment or gift for the direct
or indirect benefit of any supplier, customer, distributor, agent or other
person for the purpose of inducing the recipient to enter into or maintain a
business relationship with, grant special consideration to, or otherwise act
against the interest of those whom he or she represents, or if the giving of the
payment or gift is, or appears to be, improper or unethical compensation.

         It is presumed that a payment or gift is improper if, at the time of
the transaction, the service or act rendered or the product acquired in return
is (i) worth substantially less than the consideration given, (ii) contrary to
the interest of those whom the recipient of the payment or gift represents,
(iii) required by law or custom to be performed without charge, or (iv)
different from the services or act which the payment purports to remunerate.

         All arrangements with third parties, such as distributors or agents,
must be formalized in a written contract or purchase order which provides for
services that are in fact to be performed, and for reasonable fees.

         All payments for commissions, discounts or rebates must be made by
Company check or draft (not by cashier's check or in currency). The preferred
method of effecting a rebate is by credit memoranda issued to the customer,
unless the Company's check or draft (not a cashier's check or currency) is
necessary due to the transaction. Any check or draft should refer to the sales
invoices involved, the name of the agent, distributor or customer, and indicate
the amount of commission, discount or rebate.

         The Company is required to make and keep books and records and accounts
which, in reasonable detail, accurately and fairly reflect the Company's
transactions and dispositions of assets. Compliance


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with the Company's established internal financial controls is required at all
times.

         Each employee is expected to comply with, and not override, or attempt
to override, the Company's system of internal accounting control which has been
devised, among other matters, to provide assurances that (i) the transactions
are executed in accordance with management's authorization, (ii) transactions
are recorded as necessary to permit the preparation of financial statements in
conformity with generally accepted accounting principles and to maintain
accountability for assets, (iii) access to assets is permitted only with
management's authorization, and (iv) the recorded accountability for assets is
compared with existing assets at reasonable intervals, and appropriate action is
taken with respect to any discrepancies.

The Sarbanes-Oxley Act imposes new requirements on public companies to enhance
the effectiveness of disclosure controls and procedures so that companies like
ours properly collect, process and disclose information required to be filed
with the Securities and Exchange Commission. Full, fair, accurate, timely and
understandable disclosures in the Company's periodic reports to the public and
to governmental authorities are legally required and are essential to the
success of the Company's business. Each employee is expected to exercise care in
contributing to or preparing such reports in accordance with the following
guidelines:

o        All of the Company accounting records, as well as reports produced from
         those records, must be in accordance with the laws of each applicable
         jurisdiction.

o        All records must fairly and accurately reflect the transactions or
         occurrences to which they relate.

o        All records must fairly and accurately reflect, in reasonable detail,
         the Company's assets, liabilities, revenues and expenses.

o        The Company's accounting records must not contain any false or
         intentionally misleading entries.

o        No transactions should be intentionally misclassified as to accounts,
         departments or accounting periods.

o        All transactions must be supported by accurate documentation in
         reasonable detail and recorded in the proper account and in the proper
         accounting period.

o        No information should be concealed from the internal auditors or the
         independent auditors, and auditors shall have unrestricted access to
         all documents and records of the Company.

o        All employees are required to cooperate fully with internal and
         external audits, and in no case may an employee make a false or
         misleading statement to any internal or external auditor, withhold
         records, or otherwise interfere with an audit.

         An employee who has knowledge of any unreported or improperly reported
financial activity must report such information to a supervisor, the Legal
Department or to Tom C. Stickel, designated representative of the Audit
Committee of the Board of Directors. Mr. Stickel can be contacted at: 750 B
Street, Suite 2320, San Diego, CA 92101; Tel. (619) 795-0630; Fax (619)
795-0637; E-mail tcs@vccllc.com. If a communication is sent via fax, please also
send a copy via mail. These rules are intended to enhance investor confidence
that the Company's system of disclosure controls and procedures is adequate, is
regularly monitored and evaluated to ensure that shortcomings are corrected.

         If you feel uncomfortable reporting improper activity for whatever
reason, you may anonymously send a detailed note, with relevant documents, to
your supervisor, the Legal Department or to Tom C. Stickel, designated
representative of the Audit Committee of the Board of Directors. Mr. Stickel's
contact information is set forth in the preceding paragraph. Any report you make
will be dealt with confidentially, although there may be a point where your
identity may become known or have to be revealed in the course of an
investigation or to take corrective action. You have the commitment of the
Company and of the Audit Committee of the Company's Board of Directors, which is
composed of independent directors, that you will be protected from retaliation
for your good faith actions.


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V.       GOVERNMENT CONTRACTS
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         Special care must be taken to comply with specific laws, rules
regulations and standards that govern bidding, pricing, negotiating and
performing of government contracts, and to ensure accuracy of all data submitted
to the various governments having jurisdiction where the Company is conducting
business.

VI.      SECURITIES TRADING
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         The Company's policies on securities trades by Company personnel is
designed to avoid even the appearance of improper conduct on the part of anyone
employed by or associated with our company (not just so-called insiders).

         This section of our Code of Ethics is intended to provide you an
overview of our securities law compliance policies. You should refer to the
Company's Insider Trading Policy for additional detail.

         If a director, officer or any employee has material non-public
information relating to the Company, it is our policy that neither that person
nor any related person may buy or sell securities of the Company or engage in
any other action to take advantage of, or pass on to others, that information.
This policy also applies to information relating to any other company, including
customers, partners or suppliers of the Company, obtained in the course of
employment.

         Transactions that may be necessary or justifiable for independent
reasons (such as the need to raise money for an emergency expenditure) are no
exception. Even the appearance of an improper transaction must be avoided to
preserve the Company's reputation for adhering to the highest standards of
conduct.

         Material information is any information that a reasonable investor
would consider important in a decision to buy, hold or sell stock. In short,
this means any information which could reasonably affect the price of the stock.
Common examples of information that will frequently be regarded as material are:
changes in loan origination volumes and delinquency rates or projections of
future earnings or losses; news of a pending or proposed merger, acquisition or
tender offer; news of a significant sale of assets or the disposition of a
subsidiary not in the ordinary course of business; changes in dividend policies
or the declaration of a stock split or the offering of additional securities;
changes in senior management; significant new lines of business; significant
regulatory actions; impending financial liquidity problems; and the gain or loss
of a substantial warehouse lender or other business partner. Either positive or
negative information may be material.

         The same restrictions apply to your family members and others living in
your household. Employees are expected to be responsible for the compliance of
their immediate family and personal household.

         Whether the information is proprietary information about the Company or
information that could have an impact on the Company's stock price, employees
must not pass the information on to others. Penalties apply, whether or not you
derive any benefit from another's actions.

         The Company's Insider Trading Policy prohibits employees, officers or
directors from engaging in transactions in the Company's stock between the first
day of the third calendar month of each fiscal quarter and the close of business
on the second business day after the financial results of the Company's
operations for such quarter are publicly announced.

         It is also improper for an officer, director or employee to enter a
trade immediately after the Company has made a public announcement of any other
material information. Because the Company's stockholders and the investing
public should be afforded the time to receive the information and act upon it,
as a general rule, you should not engage in any transactions until two business
days after the information has been released.

         Because we believe it is improper and inappropriate for any Company
personnel to engage in short-term or speculative transactions involving Company
stock, it is the Company's policy that directors, officers and employees should
not engage in any of the following activities with respect to securities of the
Company:


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         1. Trading in Securities on a Short Term Basis. Any Company stock
purchased in the open market should be held for a minimum of six months and
ideally longer. Note that the Securities and Exchange Commission's short-swing
profit rule already penalizes officers and directors who sell any Company stock
within six months of a purchase.

         2. Short sales of Company stock.

         3. Buying or selling puts or calls on Company stock.

         Any person who has any questions about specific transactions may obtain
additional guidance from the Legal Department. Remember, however, the ultimate
responsibility for adhering to this Code of Ethics and avoiding improper
transactions rests with you. In this regard, it is imperative that you use your
best judgment.

         To provide assistance in preventing inadvertent violations and avoiding
even the appearance of an improper transaction (which could result, for example,
where an officer engages in a trade while unaware of a pending major
development), all transactions in Company stock (acquisitions, dispositions,
transfers, etc.) by directors, officers and key personnel should be pre-cleared
by the Legal Department.

         If you contemplate a transaction, you must contact the Company's Legal
Department in advance. The Company is not necessarily prohibiting transactions
in Company stock only during the regular "black-out periods," because such an
approach may not offer sufficient protection. Even outside the black-out period,
personnel may not trade if they are in possession of material non-public
information.

         While the subject of liability is far too complex to discuss in detail
in this Code of Ethics, violations of applicable federal or state securities
laws may subject the Company, and also any insiders involved, to severe adverse
consequences, including imposition of injunctions and monetary damages (which
may exceed any gain realized), suspension of trading in the Company's stock, and
even criminal penalties. Even the appearance of impropriety in this area could
impair investor confidence in the Company.

         Officers, directors and significant stockholders are further subject to
specific reporting and disclosure requirements, and each affected individual
will receive questionnaires and requests for information from the General
Counsel of the Company on a regular basis to aid in compliance with applicable
securities laws.

VII.     APPLICATIONS, REPORTING, COMPLIANCE, DISCIPLINARY ACTION
================================================================================


         This Code of Ethics applies to each employee of the Company. The
responsibility for compliance with this Code of Ethics, including the duty to
seek interpretation when in doubt, rests with each employee.

         All employees have a duty to report any violations of this Code of
Ethics, as well as violations of any laws, rules, or regulations. The Company
does not permit retaliation of any kind against employees for good faith reports
of ethical violations.

         If an employee believes that this Code of Ethics has been violated by
another employee, the employee must promptly report the violation to his or her
direct supervisor or the Legal Department. If a report is made to a supervisor,
the supervisor must in turn report the violation to the Legal Department. All
violations by an officer or director of the Company must be reported directly to
the Legal Department. Every employee also has a right to submit reports of
questionable accounting or auditing practices to the Audit Committee of the
Board of Directors.

         Reports may be made in person, by telephone or in writing by sending a
description of the violation and the names of the parties involved to the
appropriate personnel mentioned in the preceding paragraph. Reports to the Legal
Department or to the Audit Committee of the Board of Directors may be sent to
the Company's General Counsel at the Company's corporate headquarters in
Foothill Ranch, California. If you feel uncomfortable reporting improper
activity for whatever reason, you may anonymously send a detailed note, with
relevant documents, to your supervisor, the Legal Department or to Tom C.
Stickel, designated representative of the Audit Committee of the Board of
Directors. Mr. Stickel can be contacted at: 750 B Street, Suite 2320, San Diego,
CA 92101; Tel. (619) 795-0630; Fax. (619) 795-0637; E-mail tcs@vccllc.com. If a
communication is sent via fax, please also send a copy via mail. Any report you
make will be dealt with confidentially, although there may be a point where your
identity may become known or have to be revealed in the course of an
investigation or to take corrective action. You have the commitment of the


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Company and of the Audit Committee of the Company's Board of Directors, which is
composed of independent directors, that you will be protected from retaliation
for your good faith actions.

         There will be an annual confirmation process to monitor compliance with
these corporate ethics policies.

         All violations of this Code of Ethics will be treated seriously and
will result in the prompt imposition of penalties which may include an oral or
written warning, a reprimand, suspension, termination and/or restitution. The
penalty for a particular violation will be decided on a case-by-case basis and
will depend on the nature and severity of the violation as well as the
employee's history of non-compliance and cooperation in the disciplinary
process.

         All employees, officers and directors will be treated equally with
respect to the imposition of disciplinary measures.


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