### Exhibit 14.1

### Code of Business Conduct and Ethics

### for

### Intermountain Refining Co., Inc.

### INTRODUCTION

Intermountain Refining Co., Inc. (the "Company") is
committed to the highest standards of legal and ethical conduct. This Code of
Business Conduct and Ethics (the "Code") sets forth the Company's policies with
respect to the way we conduct ourselves individually and operate our business.
The provisions of this Code are designed to deter wrongdoing and to promote
honest and ethical conduct among our employees, officers and
directors.In the course of performing our various
roles in the Company, each of us will encounter ethical questions in different
forms and under a variety of circumstances. Moments of ethical uncertainty may
arise in our dealings with fellow employees of the Company, with customers, or
with other parties such as government entities or members of our community. In
achieving the high ground of ethical behavior, compliance with governmental laws
is not enough. Our employees should never be content with simply obeying the
letter of the law, but must also strive to comport themselves in an honest and
ethical manner. This Code provides clear rules to assist our employees,
directors and officers in taking the proper actions when faced with an ethical
dilemma.The reputation of
the Company is our greatest asset and its value relies on the character of its
employees. In order to protect this asset, the Company will not tolerate
unethical behavior by employees, officers or directors. Those who violate the
standards in this Code will be subject to disciplinary action. If you are
concerned about taking an action that may violate the Code or are aware of a
violation by another employee, an officer or a director, follow the guidelines
set forth in Sections 10 and 11 of this Code.This
Code applies equally to all employees, officers and directors of the Company.
All references to employees contained in this Code should be understood as
referring to officers and directors as well.

### 1. COMPLIANCE WITH LAWS, RULES AND
REGULATIONS

Company policy requires that the Company, as well as all
employees, officers and directors of the Company, comply fully with both the
spirit and the letter of all laws, rules and regulations. Whenever an applicable
law, rule or regulation is unclear or seems to conflict with either another law
or any provision of this Code, all employees, officers and directors are urged
to seek clarification from their supervisor, the appropriate compliance official
or the Chief Executive Officer. See Section 11 for contact information. Beyond
mere compliance with the law, we should always conduct our business with the
highest standards of honesty and integrity - wherever we operate.<Page>

### 2. CONFLICTS OF INTEREST

Every employee has a primary business responsibility to
the Company and must avoid conflicts of interest. A conflict of interest arises
when an employee takes actions or enters into relationships that oppose the
interests of the Company, harm the Company's reputation or interfere with the
employee's performance or independent judgment when carrying out any actions on
behalf of the Company. The Company strictly prohibits its employees from taking
any action or entering into any relationship, personal or professional, which
creates, or even appears to create, a conflict of
interest.A conflict situation can arise when a
director, officer or employee takes actions or has interests that may make it
difficult to perform his or her work for the Company objectively and
effectively. Conflicts of interests may also arise when a director, officer or
employee, or a member of his or her family, receives an improper personal
benefit because of his or her position with the Company. It may be a conflict of
interest for a director, officer or employee to work simultaneously for a
competitor, customer or supplier. The best policy is to avoid any direct or
indirect business connection with our customers, suppliers or competitors,
except on our behalf. Employees must be sensitive to potential conflicts of
interest that may arise and use their best efforts to avoid the
conflict.In particular, except as provided below,
no director, officer or employee shall:

1. be a consultant to, or a director, officer or employee of, or
otherwise operate an outside business that:
  markets products or services in competition with our current
or potential products and services
    supplies products or services to the Company; or purchases
products or services from the Company;
2. markets products or services in competition with our current
or potential products and services
3. supplies products or services to the Company; or purchases
products or services from the Company;
4. accept any personal loan or guarantee of obligations from the
Company, except to the extent such arrangements have been approved by the Chief
Executive Officer and are legally permissible; or
5. conduct business on behalf of the Company with immediate
family members, which include your spouse, children, parents, siblings and
persons sharing your same home whether or not legal
relatives.

Directors, officers and
employees must notify the Chief Executive Officer of the existence of any actual
or potential conflict of interest. With respect to officers or directors, the
Board may make a determination that a particular transaction or relationship
will not result in a conflict of interest covered by this policy. With respect
to all other employees or agents, the Chief Executive Officer, acting alone, or
the Board may make such a determination. Any waivers of this policy as to an
officer or director may only be approved by the Board of
Directors.	<Page>Any employee, officer or director who
is aware of a transaction or relationship that could reasonably be expected to
give rise to a conflict of interest in violation of this section must inform the
appropriate personnel in accordance with the procedures set forth in Section 12
of this Code. If an employee has any questions regarding the Company's policy on
conflicts of interest or needs assistance in avoiding a potential conflict of
interest, he or she is urged to seek the advice of a supervisor or the Chief
Executive Officer.

### 3. CORPORATE OPPORTUNITIES

Employees, officers and directors are prohibited from
taking for themselves personally opportunities that are discovered through the
use of Company property, Company information or their position in the Company.
Furthermore, employees may not use Company property, information, influence, or
their position in the Company for improper personal gain. Finally, employees
have a duty to advance the Company's legitimate interests when the opportunity
to do so arises. Consequently, employees are not permitted to compete with the
Company.

### 4. CONFIDENTIALITY

Employees must maintain the confidentiality of
confidential information entrusted to them by the Company or its customers or
suppliers, except when disclosure is authorized by the Company or required by
applicable laws or regulations. Confidential information includes proprietary
information of the Company, as well as all non-public information that might be
of use to competitors, or harmful to the Company or its customers, if disclosed.
This confidentiality requirement is in additional to any other obligations
imposed by the Company to keep information confidential.

### 5. INSIDER TRADING

Employees, officers and directors will frequently become
aware of confidential non-public information concerning the Company and the
parties with which the Company does business. The Company prohibits employees
from using such confidential information for personal financial gain, such as
for purposes of stock trading, or for any other purpose other than the conduct
of our business. Employees must maintain the confidentiality of such information
and may not make disclosures to third parties, including members of the
employee's family. All non-public information about the Company should be
treated as confidential information. To use non-public information for personal
financial benefit or to "tip" others who may make stock trades based on this
information is not only unethical but also illegal. This policy also applies to
trading in the securities of any other company, including our customers or
suppliers, if employees have material, non-public information about that company
which the employee obtained in the course of their employment by the Company. In
addition to possible legal sanctions, any employee, officer or director found to
be in violation of the Company's insider trading policy will face decisive
disciplinary action. Employees are encouraged to contact the Company's Chief
Executive Officer with any questions concerning this policy.<Page>

### 6. PROTECTION AND PROPER USE OF COMPANY
ASSETS

All Company assets should be used for legitimate business
purposes and all employees, officers and directors must make all reasonable
efforts to protect the Company's assets and ensure their efficient use. Theft,
carelessness, and waste have a direct impact on the Company's profitability and
must therefore be avoided. The suspected occurrence of fraud or theft should be
immediately reported to the appropriate person in accordance with the procedures
set forth in Section 11 of this Code.An employee's
obligation to protect the Company's assets extends to the Company's proprietary
information. Proprietary information includes intellectual property such as
patents, trademarks, copyrights and trade secrets. An employee who uses or
distributes such proprietary information without the Company's authorization
will be subject to disciplinary measures as well as potential legal sanctions.

### 7. FAIR DEALING

Although the success of our Company depends on our ability
to outperform our competitors, the Company is committed to achieving success by
fair and ethical means. We seek to maintain a reputation for fair dealing among
our competitors and the public alike. In light of this aim, the Company
prohibits employees from engaging in any unethical or illegal business
practices. An exhaustive list of unethical practices cannot be provided.
Instead, the Company relies on the judgment of each individual employee to avoid
such practices. Furthermore, each employee should endeavor to deal fairly with
the Company's customers, suppliers, competitors and employees. No employee
should take unfair advantage of anyone through manipulation, concealment, abuse
of privileged information, misrepresentation of material facts, or any other
unfair business practice.

### 8. DISCLOSURES

It is Company policy to make full, fair, accurate, timely
and understandable disclosure in compliance with all applicable laws, rules and
regulations in all reports and documents that the Company files with, or submits
to, the Securities and Exchange Commission and in all other public
communications made by the Company. Employees shall endeavor in good faith to
assist the Company in such efforts.<Page>

### 9. WAIVERS

The Company expects all employees, officers and directors
to comply with the provisions of this Code. Any waiver of this Code for
executive officers, directors or employees may be made only by the Board of
Directors or a Board committee and will be promptly disclosed to the public as
required by law and stock exchange regulations.

### 10. COMPLIANCE GUIDELINES AND
RESOURCES

In some situations, our employees may not be certain how
to proceed in compliance with this Code. This uncertainty may concern the
ethical nature of the employee's own acts or the employee's duty to report the
unethical acts of another. When faced with this uncertainty, the employee should
carefully analyze the situation and make use of Company resources when
determining the proper course of action. The Company also encourages employees
to talk to their supervisors, or other personnel identified below, when in doubt
about the best course of action.

1. GATHER ALL THE FACTS. Do not take any action that may
violate the Code until you have gathered all the facts that are required to make
a well-informed decision and, if necessary, you have consulted with your
supervisor, or the Chief Executive Officer.
2. IS THE ACTION ILLEGAL OR CONTRARY TO POLICY? If the
action is illegal or contrary to the provision of this Code, you should not
carry out the act. If you believe that the Code has been violated by an
employee, an officer or a director, you must promptly report the violation in
accordance with the procedures set forth in Section 11.
3. DISCUSS THE PROBLEM WITH YOUR SUPERVISOR. It is your
supervisor's duty to assist employees in complying with this Code. Feel free to
discuss a situation that raises ethical issues with your supervisor if you have
any questions. You will suffer no retaliation for seeking such
guidance.
4. ADDITIONAL RESOURCES. The Chief Executive Officer is
available to speak with you about problematic situations if you do not feel
comfortable approaching your direct supervisor. If you prefer, you may request
assistance in writing by sending a request to the Chief Executive Officer.



### 11. REPORTING PROCEDURES

All employees have a duty to report any violations of this
Code, as well as violations of any laws, rules, or regulations. The Company does
not permit retaliation of any kind against employees for good faith reports of
ethical violations.

<Page>If you believe that the Code
has been violated by an employee, you must promptly report the violation to your
direct supervisor or the Chief Executive Officer. If a report is made to a
supervisor, the supervisor must in turn report the violation to the Chief
Executive Officer. All violations by an officer or director of the Company must
be reported directly to the entire Board of Directors.

#### CONTACT INFORMATION

Reports may be made in person, by telephone or in writing
by sending a description of the violation and the names of the parties involved
to the appropriate personnel mentioned in the preceding paragraph. The contact
information is as
follows:	William N.
HaglerPresident and Chief Executive
OfficerPO Box 35Farmington,
NM 87499Telephone (505) 326-2668

### 12. DISCIPLINARY ACTION

Employees, officers and directors of the Company will be
held accountable for adherence to this Code. The penalty for a particular
violation of this Code will be decided on a case-by-case basis. The penalty will
depend on the nature and severity of the violation, as well as the employee's
history of non-compliance and cooperation in the disciplinary process.
Significant penalties will be imposed for violations resulting from intentional
or reckless behavior. Penalties may also be imposed when an employee fails to
report a violation due to the employee's indifference, deliberate ignorance or
reckless conduct. All violations of this Code will be treated seriously and will
result in the prompt imposition of penalties which may include

1. an oral or written warning,
2. a reprimand,
3. suspension,
4. termination and/or
5. restitution



### 13. NO RIGHTS CREATED

This Code is a statement of certain fundamental
principles, policies and procedures that govern the Company's officers,
directors and employees in the conduct of the Company's business. It is not
intended to and does not create any rights in any employee, supplier,
competitor, shareholder or any other person or entity.

<Page>