**EXHIBIT 14.1**
**CODE OF BUSINESS CONDUCT AND ETHICS**
**Introduction**
It is the Company’s expectation that its directors, officers, and employeesmaintain the highest ethical and legal standards in their conduct of Companyaffairs. This Code of Business Conduct and Ethics covers a wide range ofbusiness practices and procedures. Although the legal relationship between theCompany and its directors, officers, and employees differs, this Code containsstandards that are equally applicable to each group. Accordingly, forconvenient reference, **the Code uses the term “Associate” to refer to directors,officers, and employees of the Company.**
The Code does not cover every issue that may arise, but it sets out basicprinciples to guide all Associates of the Company. All of our Associates mustconduct themselves accordingly and seek to avoid even the appearance ofimproper behavior. This Code should also be provided to and followed by theCompany’s agents and representatives, including consultants.
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 complywith the Code. If you have any questions about these conflicts, you should askyour supervisor how to handle the situation.
REXHALL INDUSTRIES, INC. WILL NOT TOLERATE ACTION IN VIOLATION OF THIS CODE OFBUSINESS CONDUCT AND ETHICS. Those who violate the standards in this Code willbe subject to disciplinary action up to and including discharge. You may alsoindividually face civil and criminal liability in actions brought by theCompany, its shareholders, and government authorities.
IF YOU ARE IN DOUBT ABOUT WHETHER CERTAIN BEHAVIOR VIOLATES THE LAW OR COMPANYPOLICY, FOLLOW THE GUIDELINES DESCRIBED IN SECTION 14 OF THIS CODE.
**1. COMPLIANCE WITH LAWS, RULES AND REGULATIONS**
Obeying the law, both in letter and in spirit, is the foundation on which thisCompany’s ethical standards are built. All Associates must respect and obey thelaws of the cities and states in which we operate. Although not all Associatesare expected to know the details of these laws, it is important to know enoughto determine when to seek advice from supervisors, managers or otherappropriate personnel.
**2. CONFLICTS OF INTEREST**
A “conflict of interest” exists when a person’s private interest interferes inany way with the interests of the Company. A conflict situation can arise whenan Associate takes actions or has interests that may make it difficult toperform his or her Company work objectively and effectively. Conflicts ofinterest may also arise when an Associate, or members of his or her family,receives improper personal benefits as a result of his or her position in theCompany. Loans to, or guarantees of obligations of, Associates and their familymembers may create conflicts of interest.
Employees of the Company must recognize that their position with the Companymust be their primary employment. Any outside employment, investment, or othersource of income must be secondary and subordinate to their position with theCompany and must not interfere in any way with the performance of their dutiesas an Associate.
It is almost always a conflict of interest for an Associate to worksimultaneously for a competitor, customer or supplier. You are not allowed towork for a competitor as a consultant or board member. The best policy is toavoid any direct or indirect business connection with our customers, suppliersor competitors, except on our behalf.
Conflicts of interest are prohibited as a matter of Company policy. Anyrelationship or proposed relationship that could be construed as a conflict ofinterest, such as those discussed briefly above, must be disclosed to yourimmediate supervisor or consult the procedures in Section 14 of this Code. Anyrelationship or proposed relationship that could be deemed a conflict ofinterest may be continued only if approved by the Audit Committee Chairman andthe Company Board of Directors.
**3. INSIDER TRADING AND USE OF MATERIAL INFORMATION**
Associates who have access to confidential information are not permitted to useor share that information for stock trading purposes or for any other purposeexcept the conduct of our business. All non-public information about theCompany should
 

 

be considered confidential information. To use non-public information forpersonal financial benefit or to “tip” others who might make an investmentdecision on the basis of this information is not only unethical but alsoillegal.
**4. CORPORATE OPPORTUNITIES**
Associates are prohibited from personally taking opportunities that arediscovered through the use of corporate property, information or positionwithout the consent of the Company’s Board of Directors. No Associate may usecorporate property, information, or position for improper personal gain, and noAssociate may compete with the Company directly or indirectly. Associates owe aduty to the Company to advance its legitimate interests when the opportunity todo so arises.
**5. COMPETITION AND FAIR DEALING**
The Company seeks to outperform its competition fairly and honestly. Stealingproprietary information, possessing trade secret information that was obtainedwithout the owner’s consent, or inducing such disclosures by past or presentdirectors, officers, or employees of other companies is prohibited. EachAssociate should endeavor to respect the rights of and deal fairly with theCompany’s customers, suppliers, competitors and Associates. No Associate shouldtake unfair advantage of anyone through manipulation, concealment, abuse ofprivileged information, misrepresentation of material facts, or any otherintentional unfair-dealing practice.
To maintain the Company’s valuable reputation, compliance with our qualityprocesses, safety requirements, and environmental regulations is essential. Inthe context of ethics, quality requires that our products and services bedesigned and manufactured to meet our obligations to customers. All inspectionand testing procedures must be done in accordance with all applicableregulations.
The purpose of business entertainment and gifts in a commercial setting is tocreate good will and sound working relationships, not to gain unfair advantagewith customers. No gift or entertainment should ever be offered, given,provided or accepted by any Associate, family member of an Associate or agentunless it: (a) is not a cash gift, (b) is consistent with customary businesspractices, (c) is not excessive in value, (d) cannot be construed as a bribe orpayoff and (e) does not violate any laws or regulations. Please discuss withyour supervisor any gifts or proposed gifts which you are not certain areappropriate.
**6. DISCRIMINATION AND HARASSMENT**
The diversity of the Company’s Associates is a tremendous asset. We are firmlycommitted to providing equal opportunity in all aspects of employment and willnot tolerate any illegal discrimination or harassment or any kind.
**7. HEALTH AND SAFETY**
The Company strives to provide each employee with a safe and healthful workenvironment. Each employee has responsibility for maintaining a safe andhealthy workplace for all Associates by following safety and health rules andpractices and reporting accidents, injuries and unsafe equipment, practices orconditions. Violence and threatening behavior are not permitted. Employeesshould report to work in condition to perform their duties, free from theinfluence of illegal drugs or alcohol. The use of illegal drugs in theworkplace will not be tolerated.
**8. SPECIAL ETHICS OBLIGATIONS OF EMPLOYEES WITH FINANCIAL REPORTINGRESPONSIBILITIES**
The Company requires honest and accurate recording and reporting of informationin order to make responsible business decisions. The Company must maintainimpeccable standards for the oversight and preparation of its accounting booksand records. All of the Company’s books, records, accounts and financialstatements must be maintained in reasonable detail, must appropriately reflectthe Company’s transactions and must conform both to applicable legalrequirements and to the Company’s system of internal controls. Unrecorded or“off the books” funds or assets should not be maintained unless permitted byapplicable law or regulation. If there is a failure to adhere to proper andaccepted accounting standards, the Company and the individual charged with theoversight and preparation duties may be exposed to potential legal claims undersecurities laws, antitrust laws, import/export laws, taxation laws, and relatedareas of the law.
Associates who are charged with duties to make any disclosures to theSecurities and Exchange Commission (the “SEC”) or to make any other publiccommunications shall make full, fair, accurate, timely, and understandabledisclosures in those reports and documents.
Each Associate charged with the duty of oversight and/or preparation of theCompany’s accounts and accounting records
 

 

shall comply with accepted standard accounting practices, rules, regulations,and controls at all times. In addition, each Associate charged with the duty ofoversight and/or preparation of the Company’s accounts and accounting recordsshall not use or permit the use of assets of the Company for any unlawfulpurpose, or permit the undisclosed or unrecorded funds or assets of the Companyto be established or maintained for any purpose. Further, no Associate shallmake any payment, or cause any payment to be made on behalf of the Company,without adequate supporting documentation or with the intention orunderstanding that any part of such payment is to be used for any purpose otherthan that described by the documents supporting the payment.
Business records and communications often become public, and we should avoidexaggeration, derogatory remarks, guesswork, or inappropriate characterizationsof people and companies that can be misunderstood. This applies equally toe-mail, internal memos, and formal reports. Records should always be retainedor destroyed according to the Company’s record retention policies. Inaccordance with those policies, in the event of litigation or governmentalinvestigation please consult Audit Committee Chairman.
**9. TRADE SECRETS AND CONFIDENTIALITY**
“Trade secrets and confidential information” refers to information or processesof a confidential, proprietary, or secret nature which is or may be applicable,or related in any way to the present or future business of the Company, theresearch and development or investigations of the Company, or the business ofany customer of the Company. Trade secrets and/or confidential informationincludes, but is not limited to, this Company’s trade secrets as defined by theUniform Trade Secrets Act, engineering and manufacturing processes or ideas,formulas, data, inventions, technical and financial know-how, improvements,techniques, marketing plans and strategies, salary and other personnelinformation, and information concerning the Company’s customers or vendors.
Trade secrets and confidential information are the same as any other assetsowned by the Company. Thus, using this information for other reasons besidesthose authorized by the Company could be deemed theft of trade secrets or otherproprietary information. In addition, the disclosure of such information maylead to potential violations of the securities laws or antitrust laws asdiscussed previously in this Manual and could have serious, negative financialimpacts on the Company.
Except as required in the performance of employment duties for the Company, noAssociate shall disclose, copy, retain, or use for their own benefit or thebenefit of anyone other than the Company, either during or after thetermination of that Associate’s employment or other affiliations with theCompany, any secret or confidential information, formulae, designs, drawings,programs, specifications, processes, apparatus, research, or other tradesecrets without the prior written consent of the Company. Nor shall anyAssociate disclose information about the Company, its products, financialconditions, or other similar information except in the normal course of thatemployee’s employment duties.
In the event of the termination of an Associate’s employment or otheraffiliations with the Company, that Associate must immediately return to theCompany all computer storage disks, computer hard storage disks or drives,electromagnetic media, correspondence, memorandums, notes, records, drawings,sketches, plans, or other documents in any way related to the trade secretsand/or confidential information with the Company or the Company’s customers.The Associate must also return to the Company at the time of the Associate’stermination of employment or other affiliation with the Company all otherCompany information in his/her possession, including, but not limited to,reports, files, memorandums, records, and software; door and file keys;computer access codes; computer disks or instructional manuals; and otherphysical or personal property which the Associate received, prepared, or helpedprepare in connection with his/her employment or affiliation with Company. TheAssociate may not retain any copies, duplicates, reproductions, or excerpts ofany of these materials.
The Company may from time to time implement additional policies, programs, orwork requirements for the protection of confidential information, including theuse of confidentiality agreements. The terms of any such policies, programs, oragreements are intended to supplement the Company policy stated above.
**10. PROTECTION AND PROPER USE OF COMPANY ASSETS**
All Associates should endeavor to protect the Company’s assets and ensure theirefficient use. Theft, carelessness, and waste have a direct impact on theCompany’s profitability. Any suspected incident of fraud or theft should beimmediately reported for investigation. Company equipment should not be usedfor non-Company business, though incidental personal use may be permitted.
The obligation of Associates to protect the Company’s assets includes its tradesecrets, confidential information, and other proprietary information (seeSection 9). Proprietary information includes intellectual property such aspatents, trademarks,
 

 

and copyrights. Unauthorized use or distribution of this information wouldviolate Company policy. It could also be illegal and result in civil or evencriminal penalties.
**11. PAYMENTS TO GOVERNMENT PERSONNEL**
The U.S. Foreign Corrupt Practices Act and other similar laws prohibit givinganything of value, directly or indirectly, to officials of foreign governmentsor foreign political candidates in order to obtain or retain business. Underthese laws, it is a crime for any Associate to bribe a foreign official,foreign political party, party official, or any other person knowing that themoney will be used to bribe a foreign official, political party, or candidate.These laws have very limited exceptions for payments made to foreign officialsto expedite or secure the performance of essentially routine governmentalaction. These laws also establish federal accounting standards and require thatthe Company maintain books and other records in a manner that accurately andfairly reflects the Company’s transactions in foreign countries.
It is against Company policy to make any payments to foreign officials, even ifasked by an official, in an effort to “expedite” a transaction. Evenofficial-sounding requests may be no more than requests for bribes that, insome countries, are merely the standard method of doing business. Beforereplying to any request for payment, contact your immediate supervisor orappropriate officer. Also, before making any payment to a foreign official,approval must be granted by the Audit Committee Chairman. The Audit CommitteeChairman will direct you as to the procedures that must be followed to legallycomplete the proposed transaction. These directives must be followedcompletely.
In addition, the U.S. government has a number of laws and regulations regardingbusiness gratuities which may be accepted by U.S. government personnel. Thepromise, offer or delivery to an official or employee of the U.S. government ofa gift, favor or other gratuity in violation of these rules would not onlyviolate Company policy but could also be a criminal offense. State and localgovernments, as well as foreign governments, may have similar rules.
**12. WAIVERS OF THE CODE OF BUSINESS CONDUCT AND ETHICS**
Any waiver of this Code may be made only by the Corporate Governance Committeeof the Company’s Board of Directors and will be promptly disclosed as requiredby law or stock exchange regulation.
**13. REPORTING ANY ILLEGAL OR UNETHICAL BEHAVIOR**
Associates are encouraged to talk to supervisors, managers or other appropriatepersonnel about observed illegal or unethical behavior and when in doubt aboutthe best course of action in a particular situation. It is the policy of theCompany not to allow retaliation for reports of misconduct by others made ingood faith by Associates. Associates are expected to cooperate in internalinvestigations of misconduct.
**14. COMPLIANCE PROCEDURES**
We must all work to ensure prompt and consistent action against violations ofthis Code. However, in some situations it is difficult to know right fromwrong. Since we cannot anticipate every situation that will arise, it isimportant that we have a way to approach a new question or problem. These arethe steps to keep in mind:
 • Make sure you have all the facts. In order to reach the right solutions,we must be as fully informed as possible.  • Ask yourself: What specifically am I being, asked to do? Does it seemunethical or improper? This will enable you to focus on the specificquestion you are faced with, and the alternatives you have. Use yourjudgment and common sense; if something seems unethical or improper, itprobably is.  • Clarify your responsibility and role. In most situations, there isshared responsibility. Are your colleagues informed? It may help to getothers involved and discuss the problem.  • Discuss the problem with your supervisor. This is the basic guidance forall situations. In many cases, your supervisor will be more knowledgeableabout the question, and will appreciate being brought into thedecision-making process. Remember that it is your supervisor’sresponsibility to help solve problems.  • Seek help from Company resources. In the rare case where it may not beappropriate to discuss an issue with your supervisor, or where you do notfeel comfortable approaching your supervisor with your question, discussit with the Audit Committee Chairman or call the confidential EmployeeHotline (established through MessagePro) at 1-866-519-1883.  • You may report ethical violations in confidence and without fear ofretaliation. If your situation requires that your identity be kept secret,your anonymity will be protected. Calls to the Employee Hotline(1-866-519-1883) or written reports may be made anonymously. You may writeto the Audit Committee Chairman at 46147 7th Street West, Lancaster,California 93534. The Company does not permit retaliation of any kindagainst Associates for good faith reports of ethical violations.
 

 

 • Always ask first, act later: If you are unsure of what to do in anysituation, seek guidance before you act.
**15. CONCERNS ABOUT OUR FINANCIAL STATEMENTS**
If you have concerns about the Company’s financial statements or the Company’saccounting practices, internal accounting controls, auditing matters, you maysubmit your concerns on an anonymous basis by writing to the Audit CommitteeChairman or by calling the Employee Hotline 1-866-519-1883.
All letters so addressed will be forwarded, unopened, to the Chairman of theAudit Committee. Members of the Audit Committee are independent, non-managementdirectors of the Company.
All information shall be kept confidential except to the extent required bylaw.
**CONTACT YOUR SUPERVISOR OR THE AUDIT COMMITTEE CHAIRMAN OR CALL THE COMPANYHELP LINE AT 1-866-519-1883 WITH ANY QUESTIONS.**