EXHIBIT 14.1

                       CODE OF ETHICS AND BUSINESS CONDUCT
                    FOR OFFICERS, DIRECTORS AND EMPLOYEES OF
                                    DIGICORP

1.    TREAT IN AN ETHICAL MANNER THOSE TO WHOM DIGICORP HAS AN OBLIGATION

The officers,  directors and employees of Digicorp (the "Company") are committed
to honesty, just management,  fairness, providing a safe and healthy environment
free from the fear of retribution,  and respecting the dignity due everyone. For
the  communities  in which we live and work we are  committed  to observe  sound
environmental  business  practices  and  to  act as  concerned  and  responsible
neighbors, reflecting all aspects of good citizenship.

For our  shareholders  we are  committed  to pursuing  sound growth and earnings
objectives and to exercising prudence in the use of our assets and resources.

For our  suppliers  and partners we are  committed to fair  competition  and the
sense of responsibility required of a good customer and teammate.

2.    PROMOTE A POSITIVE WORK ENVIRONMENT

All employees want and deserve a workplace where they feel respected, satisfied,
and appreciated.  We respect cultural diversity and will not tolerate harassment
or  discrimination of any kind -- especially  involving race,  color,  religion,
gender, age, national origin, disability, and veteran or marital status.

Providing an  environment  that supports  honesty,  integrity,  respect,  trust,
responsibility, and citizenship permits us the opportunity to achieve excellence
in our workplace.  While  everyone who works for the Company must  contribute to
the  creation  and  maintenance  of  such an  environment,  our  executives  and
management  personnel  assume  special   responsibility  for  fostering  a  work
environment  that is free from the fear of  retribution  and will  bring out the
best in all of us.  Supervisors  must be careful  in words and  conduct to avoid
placing, or seeming to place,  pressure on subordinates that could cause them to
deviate from acceptable ethical behavior.

3.    PROTECT YOURSELF, YOUR FELLOW EMPLOYEES, AND THE WORLD WE LIVE IN

We are  committed to providing a drug-free,  safe and healthy work  environment,
and to observing  environmentally sound business practices. We will strive, at a
minimum,  to do no harm and where possible,  to make the communities in which we
work a better  place to live.  Each of us is  responsible  for  compliance  with
environmental, health and safety laws and regulations.

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4.    KEEP ACCURATE AND COMPLETE RECORDS

We must maintain accurate and complete Company records. Transactions between the
Company  and  outside   individuals  and  organizations  must  be  promptly  and
accurately entered in our books in accordance with generally accepted accounting
practices  and   principles.   No  one  should   rationalize  or  even  consider
misrepresenting  facts or falsifying  records. It will not be tolerated and will
result in disciplinary action.

5.    OBEY THE LAW

We will  conduct  our  business  in  accordance  with  all  applicable  laws and
regulations.  Compliance  with the law  does not  comprise  our  entire  ethical
responsibility.  Rather,  it is a minimum,  absolutely  essential  condition for
performance of our duties. In conducting business, we shall:

      A.    STRICTLY ADHERE TO ALL ANTITRUST LAWS

      Officer,  directors  and employees  must strictly  adhere to all antitrust
      laws.  Such laws  exist in the United  States and in many other  countries
      where the Company may conduct business.  These laws prohibit  practices in
      restraint  of trade  such as price  fixing  and  boycotting  suppliers  or
      customers.  They also bar  pricing  intended  to run a  competitor  out of
      business;  disparaging,   misrepresenting,   or  harassing  a  competitor;
      stealing trade secrets; bribery; and kickbacks.

      B.    STRICTLY COMPLY WITH ALL SECURITIES LAWS

      In our role as a publicly  owned  company,  we must always be alert to and
      comply with the security  laws and  regulations  of the United  States and
      other countries.

            I.    DO NOT ENGAGE IN SPECULATIVE OR INSIDER TRADING

            Federal law and Company  policy  prohibits  officers,  directors and
            employees,  directly or indirectly through their families or others,
            from  purchasing or selling company stock while in the possession of
            material,  non-public  information concerning the Company. This same
            prohibition  applies to trading in the stock of other  publicly held
            companies on the basis of material, non-public information. To avoid
            even the  appearance of  impropriety,  Company policy also prohibits
            officers,  directors and employees from trading  options on the open
            market in Company stock under any circumstances.

            Material,  non-public  information  is any  information  that  could
            reasonably  be  expected  to  affect  the  price of a  stock.  If an
            officer,  director or employee  is  considering  buying or selling a
            stock because of inside information they possess, they should assume
            that such  information  is material.  It is also  important  for the
            officer, director or employee to keep in mind that if any trade they
            make becomes the subject of an investigation by the government,  the
            trade will be viewed  after-the-fact  with the benefit of hindsight.
            Consequently,   officers,  directors  and  employees  should  always
            carefully   consider   how  their   trades   would  look  from  this
            perspective.


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            Two simple rules can help  protect you in this area:  (1) Do not use
            non-public information for personal gain. (2) Do not pass along such
            information to someone else who has no need to know.

            This guidance also applies to the securities of other  companies for
            which you receive  information  in the course of your  employment at
            The Company.

            II.   BE TIMELY AND ACCURATE IN ALL PUBLIC REPORTS

            As a public  company,  the Company  must be fair and accurate in all
            reports  filed  with  the  United  States  Securities  and  Exchange
            Commission.  Officers,  directors and  management of The Company are
            responsible  for  ensuring  that all  reports  are filed in a timely
            manner and that they fairly  present  the  financial  condition  and
            operating results of the Company.

            Securities  laws are vigorously  enforced.  Violations may result in
            severe penalties including forced sales of parts of the business and
            significant  fines against the Company.  There may also be sanctions
            against individual employees including  substantial fines and prison
            sentences.

            The principal executive officer and principal financial Officer will
            certify to the accuracy of reports  filed with the SEC in accordance
            with the  Sarbanes-Oxley  Act of 2002.  Officers and  Directors  who
            knowingly or willingly make false  certifications  may be subject to
            criminal penalties or sanctions including fines and imprisonment.

6.    AVOID CONFLICTS OF INTEREST

Our officers,  directors and employees have an obligation to give their complete
loyalty to the best interests of the Company.  They should avoid any action that
may involve,  or may appear to involve, a conflict of interest with the Company.
Officers,  directors  and  employees  should  not  have any  financial  or other
business  relationships  with  suppliers,  customers or  competitors  that might
impair, or even appear to impair, the independence of any judgment they may need
to make on behalf of the Company.


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HERE ARE SOME WAYS A CONFLICT OF INTEREST COULD ARISE:

      o     Employment by a competitor,  or potential competitor,  regardless of
            the nature of the employment, while employed by the Company.
      o     Acceptance of gifts,  payment,  or services from those seeking to do
            business with the Company.
      o     Placement of business with a firm owned or controlled by an officer,
            director or employee or his/her family.
      o     Ownership  of,  or  substantial  interest  in, a  company  that is a
            competitor, client or supplier.
      o     Acting as a consultant to a customer, client or supplier.
      o     Seeking the services or advice of an  accountant or attorney who has
            provided services to the Company.

Officers,  directors and employees are under a continuing obligation to disclose
any  situation  that  presents  the  possibility  of a conflict or  disparity of
interest between the officer,  director or employee and the Company.  Disclosure
of any potential  conflict is the key to remaining in full  compliance with this
policy.

7.    COMPETE ETHICALLY AND FAIRLY FOR BUSINESS OPPORTUNITIES

We must comply with the laws and regulations  that pertain to the acquisition of
goods and  services.  We will  compete  fairly and  ethically  for all  business
opportunities.  In  circumstances  where  there is  reason to  believe  that the
release or receipt of non-public information is unauthorized,  do not attempt to
obtain and do not accept such information from any source.

If you are  involved  in  Company  transactions,  you must be  certain  that all
statements, communications, and representations are accurate and truthful.

8.    AVOID ILLEGAL AND QUESTIONABLE GIFTS OR FAVORS

The sale and  marketing of our products and services  should always be free from
even the perception that favorable treatment was sought,  received,  or given in
exchange  for the  furnishing  or  receipt  of  business  courtesies.  Officers,
directors  and  employees of the Company  will neither give nor accept  business
courtesies that  constitute,  or could be reasonably  perceived as constituting,
unfair business inducements or that would violate law, regulation or policies of
the  Company,  or could  cause  embarrassment  to or reflect  negatively  on the
Company's reputation.


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9.    MAINTAIN THE INTEGRITY OF CONSULTANTS, AGENTS, AND REPRESENTATIVES

Business  integrity is a key standard for the  selection  and retention of those
who represent the Company. Agents,  representatives and consultants must certify
their willingness to comply with the Company's  policies and procedures and must
never be retained to  circumvent  our values and  principles.  Paying  bribes or
kickbacks, engaging in industrial espionage, obtaining the proprietary data of a
third party without  authority,  or gaining inside  information or influence are
just a few examples of what could give us an unfair  competitive  advantage  and
could result in violations of law.

10.   PROTECT PROPRIETARY INFORMATION

Proprietary  Company  information  may not be disclosed to anyone without proper
authorization. Keep proprietary documents protected and secure. In the course of
normal business activities,  suppliers,  customers and competitors may sometimes
divulge to you information that is proprietary to their business.  Respect these
confidences.

11.   OBTAIN AND USE COMPANY ASSETS WISELY

Personal use of Company  property  must always be in accordance  with  corporate
policy.  Proper  use  of  Company  property,  information  resources,  material,
facilities and equipment is your  responsibility.  Use and maintain these assets
with the utmost care and respect,  guarding  against waste and abuse,  and never
borrow or remove Company property without management's permission.

12.   FOLLOW  THE  LAW AND USE  COMMON  SENSE  IN  POLITICAL  CONTRIBUTIONS  AND
      ACTIVITIES

The Company  encourages its employees to become involved in civic affairs and to
participate in the political process.  Employees must understand,  however, that
their involvement and participation must be on an individual basis, on their own
time and at their own  expense.  In the United  States,  federal  law  prohibits
corporations  from donating  corporate  funds,  goods, or services,  directly or
indirectly,  to candidates for federal offices -- this includes  employees' work
time. Local and state laws also govern political contributions and activities as
they apply to their respective jurisdictions.

13.   BOARD COMMITTEES.

The Company  shall  establish  an Audit  Committee  (or a  committee  performing
similar functions) empowered to enforce this Code of Ethics. The Audit Committee
will  report to the Board of  Directors  at least once each year  regarding  the
general  effectiveness of the Company's Code of Ethics,  the Company's  controls
and reporting procedures and the Company's business conduct. The entire Board of
Directors may act as the Audit Committee.


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14.   DISCIPLINARY MEASURES.

The Company shall  consistently  enforce its Code of Ethics and Business Conduct
through  appropriate  means  of  discipline.  Violations  of the  Code  shall be
promptly reported to the Audit Committee.  Pursuant to procedures adopted by it,
the Audit Committee shall determine whether violations of the Code have occurred
and, if so, shall  determine the  disciplinary  measures to be taken against any
employee or agent of the Company who has so violated the Code.

The disciplinary  measures,  which may be invoked at the discretion of the Audit
Committee,  include,  but are  not  limited  to,  counseling,  oral  or  written
reprimands, warnings, probation or suspension without pay, demotions, reductions
in salary, termination of employment and restitution.

Persons  subject to  disciplinary  measures  shall  include,  in addition to the
violator,  others involved in the wrongdoing such as (i) persons who fail to use
reasonable care to detect a violation,  (ii) persons who if requested to divulge
information  withhold  material  information  regarding a  violation,  and (iii)
supervisors  who  approve  or condone  the  violations  or attempt to  retaliate
against employees or agents for reporting violations or violators.


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