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                                                                    Exhibit 14.1


                          MINORPLANET SYSTEMS USA, INC.

                  CODE OF ETHICS FOR SENIOR FINANCIAL OFFICERS

                           (ADOPTED NOVEMBER 18, 2003)

         The Board of Directors (the "Board") of Minorplanet Systems USA, Inc.
(together with its subsidiaries and affiliates "MPS") has adopted this Code of
Ethics (the "Code"). The Code applies to MPS' Chief Executive Officer,
President, Chief Financial Officer, principal accounting officer and Controller
(collectively, the "Senior Financial Officers") and is intended to constitute a
"code of ethics" within the meaning of Section 406 of the Sarbanes-Oxley Act of
2002, and the rules and regulations promulgated thereunder.

         The Code is designed to deter wrongdoing and to promote: (i) honest and
ethical conduct, including the ethical handling of actual or apparent conflicts
of interest between personal and professional relationships; (ii) full, fair,
accurate, timely and understandable disclosure in Securities and Exchange
Commission ("SEC") filings and in other public communications made by MPS; (iii)
compliance with applicable governmental laws, rules and regulations; (iv) prompt
internal reporting to the Board of violations of the Code; and (v)
accountability for adherence to the Code.

         The Board believes the Code should be an evolving set of standards of
conduct and ethics, subject to alteration as circumstances warrant. Any
modifications to or waiver from the provisions of the Code may be made only by
the Board. The Board will promptly disclose changes to and waivers from this
Code as required by applicable law, including the rules and regulations
promulgated by the SEC.

         The Code does not cover every issue that may arise, but sets out basic
principals to guide Senior Financial Officers. The Code supplements MPS' Code of
Ethics contained in its Employee Handbook, as amended from time to time (the
"General Code of Conduct"), which applies to all employees of MPS, as well as
all directors and officers of MPS, including the Senior Financial Officers. EACH
SENIOR FINANCIAL OFFICER'S FULL COMPLIANCE WITH BOTH THIS CODE AND THE GENERAL
CODE OF CONDUCT IS MANDATORY.

I. Ethical Conduct and Ethical Handling of Conflicts of Interest

         Each Senior Financial Officer is expected to conduct his or her affairs
on behalf of MPS with uncompromising honesty and integrity. Each Senior
Financial Officer is required to adhere to the highest moral and ethical
standards in carrying out their duties on behalf of MPS. A Senior Financial
Officer of MPS is expected to be honest and ethical in dealing with all
employees of MPS and third parties.

         Each Senior Financial Officer is expected to avoid engaging in
activities that conflict with, or are reasonably likely to conflict with, the
best interests of MPS and its stockholders. Any personal activities, interests
or relationships of a Senior Financial Officer that would or could negatively
influence his or her judgment, decisions or actions to a material extent, or
give rise to the appearance of such negative influence, must be disclosed to the
Board or its designee,


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                                                                 Exhibit 14.1



who will (in consultation with the Board, if appropriate) determine if there is
a conflict and, if so, how to resolve it without compromising MPS' interests.
Prompt and full disclosure is always the correct first step towards identifying
and resolving any potential conflict of interest or similar problem. Conflicts
of interest will be reviewed by the Board taking into account the particular
circumstances in the context of the Senior Financial Officer's activities with
MPS. In certain limited cases, activities or relationships giving rise to
potential conflicts of interest may be permitted if the Board determines that
they are not harmful to MPS or its stockholders. If you have any doubt about
whether a conflict of interest exists, please contact MPS' legal advisors so
that they can help make that determination.

         This policy applies not only to each Senior Financial Officer but also
to immediate family members of each Senior Financial Officer, any trust in which
a Senior Financial Officer (or a member of the Senior Financial Officer 's
immediate family) has a beneficial interest (and over which it can exercise or
influence decision making), and any person with whom the Senior Financial
Officer (or a member of the Senior Financial Officer's immediate family) has a
substantial business relationship. An "immediate family member" includes a
person's spouse, parents, children, sibling, parents-in-law, children-in-law,
siblings-in-law and anyone who shares such person's home.

         The following list serves as a guide to the types of activities that
might create a conflict of interest, but it is not exclusive:

         o        Interest in entities transacting business with MPS. No Senior
                  Financial Officer shall have a financial interest in an entity
                  that does business with MPS. For this purpose, "financial
                  interest" includes, but is not limited to, ownership by a
                  Senior Financial Officer or any member of his or her immediate
                  family of more than 5% of the stock, either directly or
                  indirectly, in any outside concern that does business with
                  MPS, except where such interest consists solely of securities
                  of a publicly-traded corporation, and such securities are
                  traded on the open market.

         o        Loans. Personal loans to, or guarantees of personal
                  obligations of, Senior Financial Officers create conflict of
                  interest issues. Accordingly, no personal loans or guarantees
                  of personal obligations of Senior Financial Officers will be
                  allowed without the prior approval of the Board (including the
                  independent directors), and may only be permitted if allowed
                  by applicable law and regulation.

         o        Corporate opportunity. Each Senior Financial Officer owes a
                  duty to MPS to advance its legitimate interests when the
                  opportunity to do so arises. Consequently, each Senior
                  Financial Officer is prohibited from taking for themselves
                  personally (including for the benefit of family members or
                  friends) opportunities that are discovered through the use of
                  corporate property, information or position without the prior
                  consent of the Board. No Senior Financial Officer may use
                  corporate property, information, or position for improper
                  personal gain (including for the gain of family members or
                  friends), and may not compete with MPS directly or indirectly.
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                                                                 Exhibit 14.1



         o        Protection and proper use of company assets. All Senior
                  Financial Officers should protect MPS' assets and ensure their
                  efficient use. Furthermore, MPS equipment should not be used
                  for non-company business, though incidental personal use may
                  be permitted. It is important to remember that theft,
                  carelessness, and waste of MPS' assets have a direct impact on
                  MPS' profitability. Accordingly, any suspected incident of
                  fraud, theft or misuse should be immediately reported for
                  investigation.

         o        Transactions. Senior Financial Officers cannot represent MPS
                  in any transaction in which the Senior Financial Officer or
                  any family member has a substantial interest.

II. Full, Fair, Accurate and Timely Disclosure for SEC Filings; Record Keeping

         MPS requires honest and accurate recording and reporting of
information. All of MPS' books, records, accounts and financial statements must
be maintained in reasonable detail, must promptly, completely and accurately
reflect MPS' assets, liabilities and transactions and must conform both to
applicable legal requirements and to MPS' system of internal controls.
Unrecorded or "off the books" funds or assets should not be maintained unless
permitted by applicable laws or regulations. In addition, no undisclosed or
unrecorded fund or asset shall be maintained for any purpose and no transaction
shall be carried out in a manner such that the substance of the transaction is
obscured, nor shall any transaction be recorded improperly. If a mistake in any
information previously disclosed is discovered, such mistake should immediately
be brought to the attention of the Audit Committee of the Board and, if
applicable, MPS' independent auditors or legal advisors.

         The Chief Executive Officer, President, Chief Financial Officer and
Controller shall read each SEC report and press release prior to the time it is
filed, furnished or issued to the SEC or public, as applicable. Any inaccuracy
or material misstatement in, or the omission of any information necessary to
make the statements made not misleading from, any SEC filing or press release
shall be immediately disclosed to the Audit Committee of the Board and, if
applicable, MPS' auditors.

         If you have any concerns with accounting or auditing matters, you
should report them to the Audit Committee of the Board.

III. Compliance with Laws, Rules and Regulations

         The business of MPS is to be conducted in accordance with the
applicable laws of the United States and in accordance with the highest ethical
standards of business conduct. Obeying the law, both in letter and in spirit, is
the foundation on which MPS' ethical standards are built. Each Senior Financial
Officer must respect and obey the laws of the United States and the states and
other jurisdictions in which we operate. If a law conflicts with a policy in
this Code, you must comply with the law; however, if a local custom or policy
conflicts with this Code, you must comply with this Code.

IV. Reporting Any Illegal or Unethical Behavior or Accounting or Auditing
Concerns

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                                                                 Exhibit 14.1



         Senior Financial Officers shall promptly consult with the Audit
Committee of the Board: (i) about observed illegal or unethical behavior, and/or
violations of the Code; (ii) about observed accounting or auditing concerns;
and/or (iii) when in doubt about the best course of action in a particular
situation addressed by this Code. It is the policy of MPS not to allow
retaliation for reports of misconduct by others or of accounting or auditing
concerns, in each case, made in good faith by employees. Senior Financial
Officers are expected to cooperate in internal investigations of misconduct. If
you observe or become aware of illegal or unethical behavior, violations of the
Code or accounting or auditing concerns, you should report the behavior
immediately to the Board. To the extent the matter has been reported and remains
unresolved, you should report the matter to MPS' Audit Committee and its legal
advisors.

V. Accountability for Adherence to the Code

         VIOLATION OF THE STANDARDS OF THIS CODE WILL SUBJECT SENIOR FINANCIAL
OFFICERS TO DISCIPLINARY ACTION. DISCIPLINARY ACTION MAY INCLUDE, BUT IS NOT
LIMITED TO, LOSS OF PAY, TERMINATION, REFERRAL FOR CRIMINAL PROSECUTION AND
REIMBURSEMENT TO MPS OR OTHERS FOR ANY LOSSES OR DAMAGES RESULTING FROM THE
VIOLATION. IF YOU ARE IN A SITUATION WHICH YOU BELIEVE MAY VIOLATE OR LEAD TO A
VIOLATION OF THIS CODE, YOU MUST CONTACT MPS' AUDIT COMMITTEE OR BOARD AS SOON
AS PRACTICABLE.

VI. Waivers of the Code

         A waiver from, or amendment to, the Code may be made only by the Board
and will be promptly disclosed as required by law, including the rules and
regulations promulgated by the SEC.