Exhibit
      14.1




**General
      Policy**




It
      is the
      policy of Valley Forge Composite Technologies, Inc. (VFCT) to maintain the
      highest level of moral, ethical and legal standards in the conduct of its
      business based on a fundamental belief in law, honesty, fair dealing and open
      competition. To support this policy VFCT has adopted this Code of Conduct to
      apply to all officers, director level employees and certain other designated
      employees and independent contractors of VFCT, including those in subsidiaries
      and affiliates, both domestic and foreign. Please read and save this Code of
      Conduct and understand that you are expected:




·
            To
                maintain and to foster the standards of this Code of
                Conduct.




·
            To
                disclose any action that comes to your attention that you believe
                may be
                inconsistent with this Code.




·
            To
                conduct your activities on behalf of the Company in strict observance
                of
                both the letter and spirit of this Code.




VFCT
      will
      not tolerate failure to comply with this policy. Violations will be dealt with
      quickly and severely and may result in disciplinary action, including
      termination of employment. VFCT reserves the right to seek reimbursement from
      violators for any costs resulting from the misuse of company funds or for any
      financial detriment sustained by the company. Criminal prosecution may be
      appropriate for certain violations. You must understand that a violation of
      the
      policies in this Code, or any criminal law, may subject you to immediate
      dismissal.




Officers,
      director level employees and certain other designated employees and independent
      contractors will be required annually to verify in writing their compliance
      with
      this Code of Conduct. If you have questions regarding interpretation or
      application of the Code of Conduct, you should raise them with appropriate
      personnel in the office of the Chief Financial Officer or the General Counsel
      of
      VFCT. Each person subject to this Code must promptly report any actual or
      contemplated conduct that may constitute a violation of this Code. Appropriate
      personnel in financial, control and audit functions will periodically review
      compliance with the Code and will report any actual or potential violation
      to
      the Chief Executive Officer, the Chief Financial Officer or the General Counsel,
      or to the Audit Committee of the Board of Directors of the Company.




This
      Code
      of Conduct supplements but does not replace, other corporate policies
      prescribing ethical and legal standards of conduct, including the VFCT Code
      Of
      Ethics For CEO And Senior Financial Officers .




**PERSONAL
      CONDUCT**




**General
      Principles**




·
            *Conflict
                of Interest*




A
      conflict of interest occurs when personal interests interfere with your ability
      to exercise your judgment objectively or to do your job in the best interests
      of
      VFCT. You must avoid actual or potential conflicts of interests and even the
      appearance of impropriety in conducting the business of the
      company.







·
            *Fraud
                and Theft*




You
      must
      not use corporate funds or other assets for illegal or improper
      purposes.




You
      must
      not directly or indirectly, through fraudulent, illegal or improper actions,
      try
      to achieve financial goals, meet profit or cost cutting programs, or influence
      the market value of the Company's stock.




·
            *Improper
                or Illegal Influence*




You
      must
      not try to improperly influence any customer, supplier, government official
      or
      employee, elected official or candidate for public office, or other party
      dealing with the Company.




·
            *Securities
                Laws*




You
      must
      comply with securities laws. Because they are complex, they are described
      below.




**Policy**




It
      is not
      possible to describe all conduct that may constitute a violation of this Code
      of
      Conduct. Some guidelines are helpful, however, and the following activities,
      while not inclusive, are examples of conduct prohibited by this Code of
      Conduct.




1.
            You
                must not pay or offer a payment, gift or other benefit to any elected
                official, government official or commercial representative that would
                lead
                a reasonable person to believe that the recipient may thereby be
                influenced in the conduct of his or her duties.




2.
            You
                may not cause corporate funds to be contributed to any candidate
                for
                public office or political party, either directly or indirectly,
                and you
                may not cause corporate funds to be used to make a gift or other
                contribution to any government or public official unless the gift
                or
                contribution is lawful and has been approved in advance by the General
                Counsel of VFCT.




3.
            You
                may not own a significant investment or hold a management position
                in any
                customer, supplier or competitor of VFCT, unless the interest or
                position
                is disclosed to and approved by VFCT's General Counsel. You may,
                however,
                own stock in a publicly-traded company, if the amount is less than
                five
                percent of that company's outstanding shares.







4.
            You
                must not establish any undisclosed or unrecorded corporate fund or
                asset,
                or make any false entry in corporate books or other records.




5.
            You
                must not pay or cause to be paid corporate funds with the intent
                or belief
                that any part of the payment is to be used for a purpose other than
                that
                described in the documents supporting the payment, and you may not
                prepare
                documents that would disguise a payment.




6.
            You
                may not enter into a contract with a consultant, agent or sales
                representative that does not fully disclose the fees to be paid and
                the
                services to be rendered.




7.
            You
                must not be involved in any intentional, reckless or grossly negligent
                conduct, whether direct or indirect or by act or omission, that causes
                VFCT's financial statements to be inappropriately stated, misleading
                or
                fraudulent.




8.
            You
                must not make or give any gift, trip, loan payment, use of facilities
                or
                equipment, or other personal benefit, at VFCT's expense, to a customer,
                vendor or other party, unless the personal benefit is consistent
                with a
                published VFCT policy governing sale of its products to employees
                or
                customers, or all of the following conditions are met:




a.
            The
                benefit is consistent with normal and accepted business practice;




b.
            The
                benefit is of nominal value (not in excess of $200). This limitation
                shall
                not apply to entertainment of a customer if the entertainment is
                reasonable and consistent with protocol and business practices in
                the
                locale of the entertainment;




c.
            Giving
                the benefit is not in violation of law or generally accepted ethical
                standards;




d.
            The
                benefit cannot, under the surrounding circumstances, be reasonably
                construed as a bribe, payoff or kickback; and




e.
            Public
                disclosure of the giving of the benefit would not embarrass VFCT,
                or be
                likely to cause legal action to be brought against it.




9.
            You
                must not accept a gift, entertainment, trip, loan, payment, use of
                facilities or equipment, or other personal benefit at the expense
                of a
                customer, vendor or other party in connection with VFCT's business,
                unless
                all of the conditions in items (8)(a) through (e) are met.







**INSIDER
      TRADING COMPLIANCE**




**General
      Principles**




Federal
      law prohibits members of the Board of Directors, officers, employees and other
      insiders from purchasing or selling securities while possessing material
      information that has not been publicly disseminated, and also prohibits the
      selective disclosure of such information to others who trade based on that
      information.




You
      must
      comply with securities laws governing insider trading and VFCT's policy
      concerning securities trading. This policy is designed to promote compliance
      with securities laws and to protect VFCT, as well as individual directors,
      officers and employees, from serious liabilities and penalties that can result
      from violations of these laws.




Potential
      penalties for insider trading violations include civil fines of up to three
      times the profit gained or loss avoided by the trading, criminal fines of up
      to
      $1,000,000 and jail sentences of up to 10 years. In addition, if a VFCT insider
      violates insider trading prohibitions, VFCT as well as its directors, officers
      or other company managers, may be liable for a civil fine of up to the greater
      of $1,000,000 or three times the profit gained or loss avoided as a result
      of
      the employee's insider trading violations.




**Policy**




1.
            No
                Insider Trading.If
                you are subject to this Code, you must not trade in the stock or
                other
                securities of any company when you know "material nonpublic information"
                about that company. This restriction on "insider trading" is not
                limited
                to trading in VFCT's securities. You must not trade in the securities
                of
                VFCT customers or suppliers and those with which VFCT may be negotiating
                major transactions, such as an acquisition, investment or sale, when
                you
                know material nonpublic information. Information that is not material
                to
                VFCT may nevertheless be material to the other company.




"Trading"
      includes purchases or sales of stock, bonds, debentures, options, puts, calls
      and other similar securities. This Code covers trades made pursuant to any
      investment direction under VFCT employee benefit plans as well as trades in
      the
      open market. For example, sales of stock acquired through The VFCT Company
      Investment and Savings Plan and discretionary transfers of plan assets into
      VFCT
      shares are covered by this Code. This policy also applies to the exercise of
      options with an immediate sale of shares through a broker.




2.
            No
                Tipping.You must not pass material nonpublic information on to others or
                recommend
                to anyone the purchase or sale of securities on the basis of such
                information. This practice, known as "tipping," also violates securities
                laws and can result in the same civil and criminal penalties that
                apply to
                insider trading, whether or not the insider derives any benefit from
                another's actions.




3.
            Family
                Is Included.These restrictions apply to your family members and others living
                in your
                household. VFCT insiders are expected to assure that members of their
                immediate family and personal household comply with these restrictions.
                Please remember that transactions that may be necessary or seem
                justifiable for independent reasons (such as the need to raise money
                for
                an emergency expenditure) are no exception to the policy.







4.
            No
                Speculation.Because of the unique potential for abuse of material nonpublic
                information, VFCT's officers, director level and certain designated
                employees may not engage in short-term speculative transactions involving
                VFCT's securities. Under no circumstances may you engage in speculative
                trading of the Common Stock, buy or sell puts or calls or purchase
                VFCT
                securities on margin (except in connection with a permissible cashless
                exercise of employee stock options). Directors, officers and certain
                other
                insiders are absolutely prohibited by law from engaging in short
                sales.




**Definition
      of Material Nonpublic Information.**


***Material
      Information.*** Information is material if there is a substantial likelihood that a reasonable
      investor would consider it important in deciding whether to buy, hold or sell
      a
      security. Therefore, any information that could reasonably be expected to affect
      the price of the security is material. Common examples of material nonpublic
      information are:




·
            Financial
                performance, especially quarterly and year-end earnings and revenues,
                and
                significant changes in financial performance or
                liquidity.




·
            Company
                financial projections and strategic plans or changes in
                either.




·
            A
                potential joint venture, merger, acquisition, tender offer or
                financing.




·
            A
                pending, potential or other undisclosed sale of assets or disposition
                of a
                division or subsidiary.




·
            The
                development or release of a new product or
                service.




·
            Changes
                in a previously announced schedule for the development or release
                of a new
                product or service.




·
            New
                major contracts, customers, suppliers or financing sources, or the
                loss of
                any of them.




·
            Changes
                in management, other significant personnel changes or labor
                negotiations.




·
            Significant
                changes or developments in supplies or inventory, including significant
                product defects.




·
            Significant
                increases or decreases in dividends or the declaration of a stock
                split or
                the offering of additional
                securities.







·
            Financial
                liquidity problems.




·
            Actual
                or threatened significant litigation or the resolution of such
                litigation.




·
            Updates
                regarding any prior disclosure that has materially changed.




Both
      positive and negative information can be material. Because trading that receives
      scrutiny will be evaluated after the fact with the benefit of hindsight,
      questions concerning the materiality of particular information should be
      resolved in favor of a determination of materiality, and trading should be
      avoided.




***Nonpublic
      Information.*** Nonpublic information is information that is not generally known or available
      to
      the public. Information is considered to be available to the public only when
      it
      has been released to the public through appropriate channels, e.g., by means
      of
      a press release or a statement from one of the corporation's senior officers,
      and enough time as elapsed to permit the investment market to absorb and
      evaluate the information. As a general rule, information is considered nonpublic
      until the third business day after public disclosure.




***Timing
      of Purchases or Sales***




If
      you
      wish to buy or sell VFCT Common Stock a good rule is to trade only during the
      period beginning two days after the release of quarterly or year-end earnings
      and extending through the week prior to the last week of a fiscal quarter.
      Even
      during this trading period, however, you may not trade if you are aware of
      any
      material nonpublic information.




VFCT
      may
      from time to time ask you to refrain from any stock transactions, even during
      the above described "window" period, because of important developments not
      yet
      disclosed to the public or other unusual circumstances.




The
      above
      information describes prohibitions on securities fraud embodied principally
      in
      Rule 10b-5 under the Securities Exchange Act of 1934 and related interpretations
      of that rule. There is an exception available for pre-approved formal trading
      plans adopted under SEC Rule 10b5-1. In addition to principles described above,
      which apply to each transaction by any person in possession of material
      nonpublic information, members of VFCT's Board of Directors and the executive
      officers are also subject to prohibitions on short-swing trading under Section
      16(b) of the Securities Exchange Act of 1934 and the reporting requirements
      of
      Section 16(a).




Because
      of the legal complexity of stock trading regulations, it is recommended that
      you
      pre-clear any stock transaction, including stock option exercises and retirement
      plan VFCT stock transactions, with the office of the General Counsel.







**RECORD
      KEEPING**




All
      of
      VFCT's books, records, accounts and financial statements must be maintained
      in
      reasonable detail, must appropriately reflect transactions and must conform
      both
      to applicable legal requirements and to VFCT's system of internal controls.
      It
      is the duty of all employees to comply fully with VFCT’s record keeping policy
      and violations of those policies shall be considered violations of this Code
      of
      Conduct.




**REPORTING
      ILLEGAL OR UNETHICAL BEHAVIOR--COMPLIANCE PROCEDURES**




All
      employees are encouraged to report any observed illegal or unethical behavior.
      It is VFCT policy not to allow retaliation for reports of misconduct by others
      made in good faith by employees. Employees are expected to cooperate in internal
      investigations of misconduct.




Suspected
      violations of this Code of Conduct should be discussed with a supervisor or
      colleague. If an employee is not satisfied that the matter is being addressed,
      or where an employee feels it not appropriate to discuss an issue with a
      supervisor, the matter should be discussed with the office of the General
      Counsel or the office of the Chief Financial Officer.




**SUMMARY**


This
      Code
      of Conduct is not intended to cover every facet of the subjects addressed,
      since
      the fields are much too broad to do so. VFCT may supply you with supplemental
      information from time to time. If you have a specific concern or question about
      the topics covered in this Code, or related matters that may not be expressly
      covered by this Code, you should consult VFCT's General Counsel.