EXHIBIT NO. 14.1
Form 10-Q
Northern Explorations, Ltd.
File No. 333-125068

                           NORTHERN EXPLORATIONS, LTD.
                       CODE OF BUSINESS CONDUCT AND ETHICS

INTRODUCTION

This  CODE OF  BUSINESS  CONDUCT  AND  ETHICS  covers a wide  range of  business
practices to guide the employees and  directors of Northern  Explorations,  Ltd.
and its subsidiaries ("NXPN" or the "Company") to conduct that is fair, ethical,
honest and lawful. Employees and directors should not only follow the principles
stated in this  Code,  but also  should  seek to avoid  even the  appearance  of
improper  behavior.  Employees should never do - or be asked to do - anything in
the  course of their  duties  that  would  violate  the law,  this Code or other
Company policy.

You should  report  promptly  any known or  suspected  misconduct  or  unethical
behavior  through the channels  described in Article XII of this Code. Those who
violate the standards in this Code will be subject to disciplinary action, up to
and including termination of employment.  An important part of this Code are the
"steps to  compliance"  stated in  Article  XIII;  they are  intended  to foster
ethical  conduct in situations  that may not be addressed  specifically  by this
Code.

NOTE TO EMPLOYEES BASED OUTSIDE THE UNITED STATES: Certain sections of this Code
may conflict with the local laws and  regulations of your country.  Consult your
local legal counsel for advice if you perceive a conflict.

          ARTICLE I. - CONFLICTS OF INTEREST & CORPORATE OPPORTUNITIES

1.   A conflict of interest exists when a person's private  interest  interferes
     in any way with the  interests of the Company.  A conflict can arise when a
     person takes actions or has interests that may make it difficult to perform
     his or her Company duties objectively. Conflicts of interest may also arise
     when an employee or director (or family member) receives  improper personal
     benefits  as a result of his or her  position  in the  Company.  You should
     avoid  transactions,  commitments and other  activities that are not in the
     Company's  best  interests  or that could  involve a conflict  between your
     personal interests and the interests of the Company, or which could involve
     a conflict in connection with the bid, award or administration of a federal
     contract.

2.   NXPN has (or will)  established  a  Conflicts  of Interest  Committee  (COI
     Committee) to help administer  NXPN's conflicts  policy.  If you are unsure
     whether a particular  situation is a conflict of interest,  contact the COI
     Committee for an objective determination of your case.

3.   Employees  and  directors  may not  take for  their  personal  benefit  any
     opportunity  that  is  discovered  through  the  use of  Company  property,
     information or position without first obtaining the consent of the board of
     directors. You may not use Company property,  information,  or position for
     improper  personal gain,  and may not compete with the Company  directly or
     indirectly.

                           ARTICLE II. CONFIDENTIALITY

You are required to maintain the confidentiality of information entrusted to you
by the Company or its  customers,  except when  disclosure is required by law or
regulation.  This includes all  non-public  information  that might be of use to
competitors,  or  detrimental  to the Company or its customers if disclosed.  It
also includes  information  that suppliers and customers have entrusted to NXPN.
The  obligation  to  preserve  confidential  information  continues  even  after
employment ends. Employees are required to sign a Confidentiality Agreement upon
beginning  employment  with the Company.  Copies of this agreement are available
from NXPN's main office.
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              ARTICLE III. FAIR DEALING, ANTITRUST AND COMPETITION

1.   NXPN seeks to outperform its competition fairly and honestly. Stealing
     proprietary  information,  using trade secret information that was obtained
     without  the  owner's  consent,  or inducing  such  disclosures  by past or
     present employees of other companies is prohibited.  You should endeavor to
     respect  the rights of - and deal fairly  with - the  Company's  customers,
     suppliers,  competitors and employees. You may not take unfair advantage of
     anyone through manipulation,  concealment, abuse of privileged information,
     misrepresentation   of   material   facts,   or   any   other   intentional
     unfair-dealing practice.

2.   Employees  must comply with all  antitrust  laws  regulating  antitrust and
     competition. Specifically, the following actions are prohibited:

     a.   fixing or controlling prices with any competitors
     b.   dividing or sharing customers, markets, or territories
     c.   participating with others to block the production or sale of another's
          products or services
     d.   participating in price discrimination
     e.   creating or planning with others to create a monopoly
     f.   boycotting certain customers or suppliers

You should immediately follow the reporting guidelines set forth in this Code if
you suspect,  witness or experience any of these practices.  You may not discuss
pricing or other competitive  matters with the Company's  competitors and should
avoid situations that appear to include these types of discussions.

             ARTICLE IV. RELATIONSHIPS WITH VENDORS AND CONTRACTORS

The purpose of business  entertainment  and gifts in a commercial  setting is to
create goodwill and sound working  relationships,  not to gain unfair  advantage
with  customers.   Whenever  you  are  working   collaboratively  with  vendors,
contractors and other  third-parties  (including  representatives  of government
agencies) it is important to follow sound  business  practices to avoid  putting
yourself  in a  position  in which  you feel  like you owe a  vendor.  If you or
persons who report to you are invited to take part in dinner or lunch functions,
or golfing, hunting, fishing or other entertainment excursions, you are expected
to use the following guidelines in your decision-making.

     a.   Meals and other events should always serve a valid  business  purpose,
          such as project planning,  status meetings,  recognizing a significant
          joint business achievement, etc..
     b.   The event to which you are  invited  should  not be,  and  should  not
          appear to be, extravagant or excessive,
     c.   Excessive consumption of alcohol and visiting  establishments that are
          in poor taste are prohibited,
     d.   Employees  should never request gifts,  entertainment,  trips or meals
          from vendors,
     e.   Acceptance of gifts from vendors is not encouraged,  but is acceptable
          if the gifts are not excessive in value,
     f.   All trips and  excursions  (including  hunting,  fishing,  and golfing
          trips) must be approved by management before being accepted.

             ARTICLE V. PROTECTION AND PROPER USE OF COMPANY ASSETS

1.   All Company assets should be used for legitimate business purposes. Company
     equipment should not be used for non-Company  business,  though occasional,
     incidental personal use may be permitted. Employees are expected to protect
     the Company's  assets and ensure their efficient use. Theft,  carelessness,
     and  waste  have a  direct  impact  on  the  Company's  profitability.  Any
     suspected  incidents of fraud or theft should be  immediately  reported for
     investigation.

2.   Acquisitions and dispositions of assets are subject to management approval.
     Before  committing  the  Company to  acquire  or dispose of any asset,  you
     should consult  management to ensure that you have the requisite  authority
     to do so.

3.   All  technology  that is made  available to the  Company's  users - and all
     associated  hardware,  software and systems - is the property of NXPN. Your
     use of such technology is subject to management approval.

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4.   The  obligation of employees to protect the Company's  assets  includes its
     proprietary  information.  Proprietary  information  includes  intellectual
     property such as trade secrets,  patents,  trademarks,  and copyrights,  as
     well  as  business,   marketing   and  service   plans,   engineering   and
     manufacturing  ideas,  designs,  databases,  records,  and any  unpublished
     financial  data  and  reports.  Unauthorized  use or  distribution  of this
     information is a violation of Company policy.

             ARTICLE VI. COMPLIANCE WITH LAWS, RULES AND REGULATIONS

Obeying the law,  both in letter and in spirit,  is the  foundation on which the
Company's  business  ethics  standards  are built.  You are expected to obey all
local, regional and federal laws of the locations where NXPN operates.  Although
not all  employees  are expected to know all of the details of these laws, it is
important   that  you  know  enough  to  determine  when  to  seek  advice  from
supervisors,  managers,  the Company's  legal  department  or other  appropriate
personnel.  If a law conflicts  with a policy in this Code, you must comply with
the law. If you have a question about any such conflict, ask your supervisor how
to handle the situation.

                   ARTICLE VII. SECURITIES AND INSIDER TRADING

1.   You must avoid any appearance of trading in securities on the basis of
     material, nonpublic information. Persons who have access to material,
     nonpublic information are not permitted to use or share that information
     for stock trading purposes - or for any other purpose - except to conduct
     NXPN's business. You should consider all nonpublic information about the
     Company to be confidential. To use nonpublic information for personal
     financial benefit or to "tip" others who might make an investment decision
     on the basis of this information is both unethical and illegal.

2.   If you are unsure  whether  certain  Company  information  is  material  or
     whether  a trade  in  securities  is  permitted,  you  should  consult  the
     Company's  General  Counsel  or  Corporate  Secretary  before  trading.  In
     addition,  certain officers,  directors and employees in key positions have
     been  designated  as  "restricted  persons" who must contact the  Corporate
     Secretary of the Company and receive advance  approval prior to placing any
     order to purchase or sell securities of the Company.

                  ARTICLE VIII. HEALTH, SAFETY AND ENVIRONMENT

1.   The protection of NXPN's employees, contractors, customers, communities and
     the environment is NXPN's highest priority and a core business value.  NXPN
     is committed  to  achieving  health,  safety and  environmental  excellence
     throughout the Company.  Every employee is expected to conduct  business in
     accordance with this commitment.

2.   The Company  strives to provide each  employee with a safe and healthy work
     environment.  Each  employee  is  responsible  for  maintaining  a safe and
     healthy  workplace for all by following  all of the Company's  safety rules
     and practices and by reporting  accidents,  injuries and unsafe  equipment,
     practices or conditions in a timely manner.

3.   NXPN  strictly  prohibits  violent or  threatening  behavior by  employees,
     consultants, customers or anyone else on Company premises.

4.   Employees are prohibited from consuming  alcohol at work and from reporting
     to work  after  consuming  alcohol.  The use of  alcohol  off the job which
     impairs performance on the job is also prohibited.  The use,  distribution,
     purchase,  possession or manufacture  of illegal drugs is also  prohibited.
     NXPN may conduct drug and alcohol  testing as a part of its substance abuse
     prevention efforts.

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                    ARTICLE IX. DISCRIMINATION AND HARASSMENT

1.   NXPN is committed to employ qualified individuals without regard to race,
     color, gender, religion, sexual orientation, national origin, age,
     disability, veteran status, or any other category protected by applicable
     law. NXPN is an affirmative action employer and maintains affirmative
     action procedures and practices to fulfill the objectives of this policy.
     NXPN is committed to providing equal opportunity in all aspects of
     employment and to providing a work environment free from discrimination and
     harassment. Examples of prohibited conduct include derogatory comments
     based on racial or ethnic characteristics, unwanted sexual advances,
     requests for sexual favors, verbal or physical behavior of a sexual nature
     that interferes with an employee's work performance or creates a
     threatening, hostile or offensive work environment.

2.   NXPN's primary  policies  addressing  these issues are its Equal Employment
     Opportunity  and  Affirmative  Action  policy  and its  Harassment  policy.
     Immediately  contact your supervisor and/or the human resources  department
     regarding  any  situation  that  could  be  considered   discrimination  or
     harassment.

                    ARTICLE X. BOOKS, RECORDS, RECORD KEEPING

1.   The Company's books, records, accounts and financial statements must be
     maintained in accordance with generally accepted accounting standards, and
     must conform both to applicable legal requirements and to the Company's
     system of internal controls. Effective internal controls related to
     financial reporting and the safeguarding of assets are required at the
     source of each financial transaction and not just in the accounting
     department. Employees are responsible for complying with NXPN's internal
     controls over financial reporting.

2.   Employees  are  expected  to report  fraud and any  improper  or  otherwise
     unethical  accounting or auditing  practices.  Any employee may anonymously
     submit  his or her good  faith  concern  regarding  fraud  or  questionable
     accounting or auditing matters without fear of dismissal or retaliation.

3.   The Company requires honest and accurate recording and reporting of
     information in order to make appropriate and responsible business
     decisions. For example, only the true and actual number of hours worked by
     an employee or contractor should be reported. Business expense accounts
     must be documented and recorded accurately. If you are unsure whether a
     certain expense is legitimate, ask your supervisor or your controller. All
     requests for reimbursement must adhere to the requirements in NXPN's travel
     policy.

4.   NXPN's  records  and  information  are  valuable  Company  assets,  and are
     identified,  maintained  and  safeguarded  as  an  essential  part  of  the
     operation  of Company  business.  Records are to be  retained or  destroyed
     according to the Company's record retention policy.

              ARTICLE XI. RELATIONSHIPS WITH GOVERNMENTAL ENTITIES

1.   NXPN's relationships with government agencies, officials and personnel
     shall be conducted in such a manner that complete public disclosure would
     not embarrass or damage NXPN's business reputation. Employees shall comply
     with all laws, rules and regulations concerning contributions to government
     agencies, officials and personnel. Specifically, the U.S. government has a
     number of laws and regulations regarding business gratuities which may be
     accepted by U.S. government personnel. The promise, offer or delivery to an
     official or employee of the U.S. government of a gift, favor or other
     gratuity in violation of these rules would not only violate Company policy
     but could also be a criminal offense.

2.   When NXPN accepts U.S.. government contracts or subcontracts, we have an
     obligation to ensure that we administer those contracts and deliver our
     products and services in a manner that fully complies with federal
     procurement laws and regulations, as well as our own high standards.
     Employees should take care to ensure against fraud, bribery, gratuities,
     conflicts of interest, false claims, overcharging, and any other unethical
     behavior in connection with U.S. Department of Defense and all other
     government contracts. Laws and regulations pertaining to government
     contracts are often complex and impose serious civil and criminal penalties
     for improper practices. You are expected to report any improper or
     otherwise unethical practices relating to the bid, award, or administration
     of any Department of Defense or other federal contract. You may anonymously

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     submit your good faith concern without fear of dismissal or retaliation by
     following the procedures described in Article XII of this Code under the
     caption SPECIAL COMPLAINT PROCEDURES FOR ACCOUNTING, AUDITING AND FRAUD
     MATTERS.

3.   The U. S. Foreign Corrupt Practices Act prohibits giving anything of value,
     directly or  indirectly,  to  officials of foreign  governments  or foreign
     political  candidates  in order to  obtain or retain  business  or  receive
     favorable  treatment from foreign  countries.  Accordingly,  it is strictly
     prohibited for NXPN employees or agents to make illegal  payments or bribes
     on behalf of NXPN to government officials of any country.

              ARTICLE XII. REPORTING ILLEGAL OR UNETHICAL BEHAVIOR

1.   All persons  subject to this Code are encouraged to preserve NXPN's highest
     standards  for  business  ethics and  integrity.  Report all theft,  fraud,
     bribery,  environmental  crime,  violations  of this  Code,  violations  of
     Company policy,  misconduct and other unethical behavior related to federal
     contracts, and any other business misconduct to your supervisor, your human
     resources  representative,  to  NXPN's  general  counsel.  You  may  remain
     anonymous if preferred.

2.   Employees  are  encouraged  to  talk  to  supervisors,  managers  or  other
     appropriate  personnel  about  observed  illegal or unethical  behavior and
     about the best  course of action  to take when a  particular  situation  is
     unclear  or  poses  a  risk  of  misconduct.  Retaliation  for  reports  of
     misconduct made in good faith is prohibited.

3.   SPECIAL COMPLAINT PROCEDURES FOR ACCOUNTING, AUDITING AND FRAUD MATTERS.
     This subsection describes the Company's procedures for the receipt,
     retention, and treatment of complaints regarding accounting, internal
     accounting controls, or auditing matters, and complaints of alleged
     misconduct in connection with the bid, award or administration of
     Department of Defense or other federal contracts. The Audit Committee of
     the Company's board of directors oversees the investigation of concerns in
     this area.

     Any person may submit a complaint without fear of dismissal or retaliation.
     The  following  procedures  have  been  established  for (1)  the  receipt,
     retention  and  treatment  of  complaints  regarding  accounting,  internal
     accounting  controls,  fraud, or auditing matters,  including complaints of
     alleged  misconduct in connection with the bid, award or  administration of
     Department of Defense or other federal contracts, and (2) the confidential,
     anonymous  submission of concerns  regarding  any of the foregoing  matters
     (all of the  foregoing  are  collectively  referred to in the  following as
     "Accounting, Auditing and Fraud Matters").

     a.   SCOPE OF MATTERS COVERED BY THESE PROCEDURES.  These procedures relate
          to complaints relating to any Accounting,  Auditing and Fraud Matters,
          including the following:

          1.   fraud or deliberate error in the preparation,  evaluation, review
               or audit of any financial statement of the Company;
          2.   fraud or deliberate  error in the recording  and  maintaining  of
               financial records of the Company;
          3.   deficiencies  in or  noncompliance  with the  Company's  internal
               accounting controls;
          4.   misrepresentation or false statement to or by a senior officer or
               accountant regarding a matter contained in the financial records,
               financial reports or audit reports of the Company;
          5.   deviation from full and fair reporting of the Company's financial
               condition;
          6.   fraud,   bribes,   gratuities  or  other  personal   benefits  in
               connection  with the bid, award or  administration  of government
               contracts;
          7.   presenting, or causing to be presented, to the government a false
               claim for payment; or
          8.   making,  using,  or causing to be made or used, a false record or
               statement   to  get  a  false  claim  paid  or  approved  by  the
               government, or otherwise overcharging the government for goods or
               services.

     b.   RECEIPT OF COMPLAINTS.  Concerns about Accounting,  Auditing and Fraud
          Matters may be submitted through any of the following means:

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          1.   For all complaints, on a confidential or anonymous basis, through
               the Company's general counsel.
          2.   For complaints solely related to Department of Defense ("DOD") or
               other federal  contracts,  on a confidential or anonymous  basis,
               through the DOD Inspector General Hotline at 1-800-424-9098.

     c.   TREATMENT OF COMPLAINTS.

          1.   Upon  receipt  of  a  complaint,  the  Company's  Disclosure  and
               Compliance  Officer  will (I)  determine  whether  the  complaint
               actually pertains to Accounting,  Auditing and Fraud Matters,  as
               defined above, and (ii) when possible, acknowledge receipt of the
               complaint to the sender.
          2.   Complaints will be reviewed under Audit  Committee  direction and
               oversight by the Company's  Disclosure and Compliance  Officer or
               such other  person(s)  as the Audit  Committee  determines  to be
               appropriate.  Confidentiality  will be  maintained to the fullest
               extent possible,  consistent with the need to conduct an adequate
               review.
          3.   Prompt and appropriate  corrective  action will be taken when and
               as warranted in the judgment of the Audit Committee.
          4.   If a  complaint  related  to DOD or other  federal  contracts  is
               determined  to be  credible  as a  result  of  the  investigatory
               process   described  above,   NXPN's  Disclosure  and  Compliance
               Officer,   or  such  other   person(s)  as  the  Audit  Committee
               determines  to be  appropriate,  will make a report to the proper
               federal  contract  administrator as required by law or regulation
               under FAR Case 2007-006,  CONTRACTOR  BUSINESS ETHICS  COMPLIANCE
               PROGRAM AND DISCLOSURE REQUIREMENTS.
          5.   The Company will not discharge, demote, suspend, threaten, harass
               or in any manner  discriminate  against any employee in the terms
               and  conditions  of employment  based upon any lawful  actions of
               such employee with respect to good faith  reporting of complaints
               regarding Accounting,  Auditing and Fraud Matters or otherwise as
               specified in (I) Section 806 of the  Sarbanes-Oxley  Act of 2002,
               or (ii) 10 U.S.C. Section 2409(a).
          6.   The Disclosure and Compliance  Officer will maintain a log of all
               complaints  regarding  Accounting and Auditing Matters,  tracking
               their  receipt,  investigation  and resolution and will prepare a
               periodic  summary  report thereof for the Audit  Committee.  This
               documentation will be maintained in accordance with the Company's
               document retention policy.

                        ARTICLE XIII. STEPS TO COMPLIANCE

In some  situations,  it is  difficult  to know if a violation  of this Code has
occurred or is occurring.  Because the Code cannot  anticipate  every  situation
that will arise,  it is  important  to have a way to approach  new  questions or
problems.  The  following  are steps to keep in mind when  facing a question  of
ethics:

MAKE SURE YOU HAVE ALL THE FACTS. In order to reach the right  solutions,  be as
fully informed as possible.

ASK YOURSELF:  WHAT  SPECIFICALLY AM I BEING ASKED TO DO? DOES IT SEEM UNETHICAL
OR IMPROPER?  This will help you to focus on the specific question you are faced
with and the alternatives  available to you. Use your judgment and common sense.
After you have  obtained  all of the facts you can,  if  something  still  seems
unethical  or  improper,  consider  that your  circumstance  is risky  enough to
warrant taking further steps to avoid or prevent an unethical situation.

CLARIFY  YOUR  RESPONSIBILITY  AND  ROLE.  In most  situations,  there is shared
responsibility. Are your colleagues informed? It may help to get others involved
and discuss the problem.

DISCUSS THE PROBLEM  WITH YOUR  SUPERVISOR.  This is the basic  guidance for all
situations.  In many cases, your supervisor will be more knowledgeable about the
question,  and will appreciate being brought into the  decision-making  process.
Remember that it is your supervisor's responsibility to help solve problems.

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SEEK  HELP  FROM  COMPANY  RESOURCES.  In the  rare  case  when  it  may  not be
appropriate  to discuss an issue with your  supervisor,  or when you do not feel
comfortable  approaching your supervisor with your question,  discuss it locally
with your office manager or your human resources representative.

REVIEW COMPANY POLICIES.  Remain  knowledgeable about the Company's policies and
procedures.  Use the Company's intranet to stay informed about how the Company's
policies affect your work environment and performance.

REPORT ETHICAL VIOLATIONS IN CONFIDENCE AND WITHOUT FEAR OF RETALIATION. Article
XII of this Code  describes the channels of reporting that are available to you.
If your  situation  requires that your identity be kept secret,  your  anonymity
will be protected.  The Company does not permit  retaliation of any kind against
employees for good faith reports of business ethics violations.

ASK FIRST,  ACT LATER:  If you are unsure of what to do in any  situation,  seek
guidance before you act.

                              ARTICLE XIV. WAIVERS

Any waiver of this Code for executive  officers or directors may be made only by
the Board of  Directors,  and will be promptly  disclosed  as required by law or
stock exchange regulation.

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