Exhibit 14.1

































































V i a s y
s t e m s G r o u p, I n c.


















O ne of the
hallmarks of Viasystems Group, Inc. is our long-standing commitment to our Core
Values, which encompass the way we treat each other, our customers, our
employees and the communities in which we work and live.





V iasystems' reputation
and its success must be grounded in compliance
with applicable laws and regulations, but our definition of success goes well
beyond compliance, including issues of integrity and ethics, diversity and
respect for others. As a global company, we are faced with situations that not
only require consideration of local laws and customs, but also require us to
balance decisions with our Core Values and standards.





T his Code
of Business Conduct summarizes Viasystems' Core Values and describes the
standards of business conduct expected of all of us at Viasystems.





I t is the
responsibility of all Viasystems people to maintain a work environment that
fosters fairness, respect and integrity. Ultimately, our most valuable asset is
the company's outstanding reputation, and it is up to all of us to protect it.





N othing in
this Code of Business Conduct, in any company policies and procedures, or in
other related communications (verbal or written) creates or implies an
employment contract or term of employment.





W e are
committed to continuously reviewing and updating our policies and procedures.
Therefore, this Code of Business Conduct is subject to modification. This Code
of Business Conduct supersedes all other such codes, policies, procedures,
instructions, practices, rules or written or verbal representations to the
extent they are inconsistent.





P lease
sign the acknowledgment form at the end of this Code of Business Conduct and
return the form to the Human Resources Department (attention: Vice President of
Human Resources) indicating that you have received, read, understand and agree
to comply with the Code of Business Conduct. The signed acknowledgment form will
be located in your personnel file. Each year, as part of the annual review
process, officers and other appropriate personnel will be asked to sign an
acknowledgment indicating their continued understanding of and compliance with
the Code of Business Conduct. In addition, periodically, you may be asked to
participate in seminars, training meetings and similar activities related to
reinforcing your understanding of this Code of Business Conduct and its
applicability to Viasystems business














David M.
Sindelar


**CEO**

















V i a s y
s t e m s G r o u p, I n c.








**INTRODUCTION**





V iasystems
is committed to conducting business ethically and legally throughout its
worldwide organization. This Code of Business Conduct ("Code") summarizes our
Core Values and many of the ethical principles and legal policies that
Viasystems developed to assist in this endeavor. All employees are expected to
become familiar with the Code of Business Conduct and to apply these principles
in the daily performance of their job responsibilities. All Viasystems employees
are responsible for complying with this Code, including employees of
subsidiaries and joint ventures that have adopted this Code. *





V iasystems
has established an Office of Global Ethics and Compliance to oversee the ethics
and compliance effort and serve as a resource to Viasystems people by providing
information and guidance regarding issues of legal compliance and ethical
conduct. All Viasystems people are expected to be aware of all Company policies
and laws that are applicable to our conduct as Viasystems employees. This Code
is intended to be a guide for the minimum requirements expected of employees,
but does not provide a detailed description of all Company policies. Part of
your job and ethical responsibility is to help enforce this Code. You should be
alert to possible violations and report possible violations to the Legal
Department. If you have any questions or concerns regarding the specifics of any
policy or your legal obligations, please contact either your supervisor or the
Office of Global Ethics and Compliance at 314-746-2205. The Office of Global
Ethics and Compliance is also available to those who wish to ask questions about
company policy, seek guidance on specific situations or report violations of the
Code. Your call will be treated confidentially to the extent possible. If you
report, in good faith, what you suspect to be illegal or unethical activities,
you need not be concerned about retaliation from others. The Company will take
disciplinary action against any employee involved in retaliation. This may
include action up to, and including, termination of employment.





**GLOBAL
ETHICS AND**


**COMPLIANCE
POLICY**





V iasystems'
policy is to be lawful, highly principled and socially responsible in all of its
business practices. Viasystems expects employees to learn and comply with all
Company policies and laws applicable to their job responsibilities and to adhere
to the guiding principles outlined in this Code.










**
Throughout this document, "Viasystems" or "the Company", refers to employees of
Viasystems Group, Inc., subsidiaries or joint ventures that have adopted this
Code.*





V i a s y
s t e m s G r o u p, I n c.







**CORE
VALUES**





F undamental
to our success are the Core Values we believe in and practice.





*People*  are the
source of our success. We treat one another with respect, promote teamwork, and
encourage personal freedom and growth. Leadership and excellence in performance
are sought and rewarded.





*Customers*  are the
reason we exist. They receive our strongest commitment to meet their needs.





*Our
products and services*  reflect
dedication to quality, innovation and value.





*Our
conduct*  demonstrates
integrity and commitment to ethics, safety, health and the environment.





**APPLICABLE
LAWS**





A ll
Viasystems employees, agents and contractors must comply with all applicable
laws, regulations, rules and regulatory orders. Viasystems employees located
outside of the United States must comply with laws, regulations, rules and
regulatory orders of the United States, including the Foreign Corrupt Practices
Act and the U.S. Export Control Act, in addition to applicable local laws. No
employee shall assist, cause or request another employee to act in contravention
of any applicable laws, regulations, rules or regulatory order. Each employee,
agent and contractor must acquire appropriate knowledge of the requirements
relating to his or her duties sufficient to enable him or her to recognize
potential dangers and to know when to seek advice from the Legal Department on
specific Company policies and procedures. Violations of laws, regulations, rules
and orders may subject the employee, agent or contractor to individual criminal
or civil liability, as well as to discipline by the Company. Such individual
violations may also subject the Company to civil or criminal liability or the
loss of business.





V iasystems
requires full compliance with the Foreign Corrupt Practices Act (FCPA) by all of
its employees, agents, and contractors.





T he
anti-bribery and corrupt payment provisions of the FCPA make illegal any corrupt
offer, payment, promise to pay, or authorization to pay any money, gift, or
anything of value to any foreign official, or any foreign political party,
candidate or official, for the purpose of: influencing any act or failure to
act, in the official capacity of that foreign official or party; or inducing the
foreign official or party to use influence to affect a  decision
of a foreign government or agency, in order to obtain or retain business for
anyone, or direct business to anyone.





A ll
Viasystems employees, agents and contractors whether located in the United
States or abroad, are responsible for FCPA compliance and the procedures to
ensure FCPA compliance. All managers and supervisory personnel are expected to
monitor continued compliance with the FCPA to ensure compliance with the highest
moral, ethical and professional standards of Viasystems.





L aws in
most countries outside of the United States also prohibit or restrict government
officials or employees of government agencies from receiving payments,
entertainment, or gifts for the purpose of winning or keeping business. No
contract or agreement may be made with any business in which a government
official or employee holds a significant interest, without the prior approval of
the Company’s Legal Department.





A number
of countries maintain controls on the destinations to which products or software
may be exported. Some of the strictest export controls are maintained by the
United States against countries that the U.S. government considers unfriendly or
as supporting international terrorism. The U.S. regulations are complex and
apply both to exports from the United States and to exports of products from
other countries, when those products contain U.S.-origin components or
technology. Software created in the United States is subject to these
regulations even if duplicated and packaged abroad. In some circumstances, an
oral presentation containing technical data made to foreign nationals in the
United States may constitute a controlled export. The Legal Department can
provide you with guidance on which countries are prohibited destinations for
Viasystems products or whether a proposed technical presentation to foreign
nationals may require a U.S. Government license. Accordingly, you should check
with the Legal Department in advance of effecting any offshore transaction that
may raise concerns regarding compliance with U.S. export control
laws.








**HUMAN
RESOURCES**





V iasystems
is committed to provide a work environment that values diversity among its
employees. All Company human resources policies and activities intend to create
a respectful workplace in which every individual has the opportunity to reach
his or her highest potential.





C onsistent
with its obligations under the applicable laws and regulations governing
employment matters, it is Viasystems' policy to provide employment opportunities
equitably to all individuals throughout the Company regardless of race, color,
religion, sex, national origin, age, veteran status or disability. Viasystems
will not tolerate harassment or discrimination against any person. The policies
mentioned previously apply to both applicants and employees and in all phases of
employment, including recruiting, hiring, placement, training and development,
transfer, promotion, demotion, performance reviews, compensation and benefits,
and separation from employment





V iasystems'
human resources policies and planning efforts are designed to help the Company
better implement its equal employment opportunity objectives. All levels of
supervision are responsible for monitoring and complying with Viasystems'
policies and procedures for handling employee complaints concerning harassment
or other forms of unlawful discrimination. Because employment related laws are
complex and vary from state to state and country to country, supervisors should
obtain the advice of our Law Department in advance whenever there is any doubt
as to the lawfulness of any proposed actions or inactions.





A s a
Viasystems employee, you are expected to conduct yourself in a manner
appropriate for your work environment, and are also expected to be sensitive to
and respectful of the concerns, values and preferences of others. Viasystems'
efforts to provide a diverse and respectful workplace depend upon the individual
commitment of all employees to conduct themselves in a manner that promotes such
an environment. Whether you are an employee, contractor, supplier or otherwise
work at a Viasystems site, you are encouraged to report any practices or actions
believed to be inappropriate to your supervisor, the Law Department or to the
Human Resources Department.





**ENVIRONMENAL,
HEALTH AND SAFETY**





A t
Viasystems, protecting people and the environment will be a part of everything
we do and every decision we make. Each employee has a responsibility in ensuring
that our products and operations meet applicable government or Viasystems
standards, whichever is more stringent. Our goal is to eliminate all injuries,
prevent adverse environmental and health impacts, reduce wastes and emissions
and promote resource conservation at every stage of the life cycle of our
products. We will report our progress and be responsive to the public.





A ll
employees are required to be alert to environmental and safety issues and be
familiar with environmental, health and safety laws and Company policies
applicable to their area of business. Since environmental, health and safety
laws are complex, subject to frequent changes, and vary from country to country,
you should obtain the advice of the Viasystems Legal Department whenever there
is any doubt as to the lawfulness of any actions or inactions.





**CONFLICT
OF INTEREST**





T he
underlying principle of "conflict of interest" is that employees should avoid
any activity, investment or interest that might reflect unfavorably upon the
integrity or good name of the Company or themselves.


A s
Viasystems employees, we are obligated to place Viasystems' interest in any
business transaction ahead of any personal interest or personal gain (to the
individual employee or to the employee's spouse, family member, roommate, friend
or other individual) and to disclose all the facts in any situation where a
conflict of interest may arise.





P otential
conflicts will usually be resolved correctly by each employee using good
judgment. In order to assist you in understanding where conflicts may arise,
here are some guidelines.





A conflict
of interest may arise where an employee:





1.
    Has
      a personal financial interest that might affect business
      judgment.





2.
    Gains
      personal enrichment through access to confidential
      information.





3.
    Accepts
      outside employment that adversely affects work performance for
      Viasystems.





4.
    Without
      Viasystems approval, receives gifts, entertainment, services or payment
      from others for services that the employee is performing in the course of
      Viasystems' business or during business hours, or the employee otherwise
      misuses a Viasystems position in a way that results in personal gain. An
      example is the employee approving a payment by Viasystems for goods or
      services that were not received or that were billed at inflated prices.
      (Payments to employees by technical journals for articles written in
      connection with the employee's work are acceptable if the article is
      cleared for publication in advance by the employee's supervisor).





5.
    Buys
      or sells Viasystems stock, stock of a subsidiary or affiliate, or stock of
      a company with which Viasystems does business on the basis of material
      nonpublic information that might reasonably be expected to affect the
      market value of such stock or influence investor decisions to buy or sell
      such stock. The subject of inside information is discussed below in
      greater detail.





6.
    Discloses
      to another person any material nonpublic information of the type described
      in the item above, and the other person then trades in such company's
      stock.





A conflict
of interest may also arise when an employee or family member has a direct or
indirect personal or financial interest, either alone or together, in any
Viasystems supplier, partner, competitor or customer, where such interest is of
a character or magnitude so as to influence the dealings between such supplier,
partner, competitor or customer and Viasystems, or when an employee participates
in public service or charitable activities that result in a conflict of interest
as to Viasystems. Employees are encouraged to seek clarification of, and discuss
questions about, potential conflicts with a supervisor, the legal department or
call the Office of Global Ethics and Compliance (314-746-2205).





**PROPRIETARY
INFORMATION**





V iasystems
expects all employees to follow Viasystems' policies, rules, practices and
guidelines with respect to the treatment of proprietary information. Viasystems
employees should not disclose or use Viasystems proprietary information or
proprietary information of others received by Viasystems under appropriate
secrecy agreement, except as required in their duties as Viasystems employees or
with written consent of Viasystems. Do not use or store such proprietary
information where unauthorized personnel can see it, whether at work, at home,
in public places, or elsewhere. Home computers, use of the Internet and air
travel require particular caution. In the workplace, do not assume that all
Viasystems employees, contractors, or Viasystems subsidiary personnel should see
proprietary information. Unless there is a "need to know", keep the information
out of sight.





I n a
similar manner, Viasystems respects the obligations of confidence Viasystems
employees may have from prior employment. Any Viasystems employee or contractor
who, because of prior employment, is aware of another company's proprietary
information, must not be asked to reveal confidences. Viasystems employees or
contractors must not be assigned to work in a job that would require the use of
a prior employer's proprietary information. An employee shall immediately inform
his or her supervisor if any employment at Viasystems might cause them to
violate any previous obligations of confidence.





**GATHERING
COMPETITIV** **E
BUSINESS,**


**MANUFACTURING
AND TECHNCIAL INFORMATION**





V iasystems
expects all employees to follow Viasystems' Guidelines for Gathering Competitive
Business, Manufacturing and Technical Information. These guidelines define
appropriate conduct for employees who collect or use competitive intelligence on
behalf of Viasystems. In no case will Viasystems use illegal (theft, bribery,
misrepresentation, or espionage through electronic devices) or unethical
business means to obtain competitive information. Since the guidelines do not
cover every situation and since laws will vary by jurisdiction, consult the
Viasystems Legal Department if you have any questions.





**INSIDE
INFORMATION**





S ometimes,
employees have information about Viasystems, its subsidiaries or affiliates, or
about a company with which Viasystems does business, that is not known to the
investing public. Such inside information may relate to plans; new products or
processes; mergers, acquisitions or dispositions of businesses or securities;
problems; sales; profitability; negotiations relating to significant contracts
or business relationships with others; significant litigation or other financial
information. It is important to understand that any Viasystems employee may hold
inside information and be subject to the following restrictions.





I f this
inside information is material-that is, if a reasonable investor would consider
the fact important in reaching an investment decision-then Viasystems employees
should not buy or sell Viasystems securities nor provide such information to
others, until such information becomes public. Further, employees should not buy
or sell securities in any other company about which they have material
non-public inside information, gained as a result of their Viasystems
employment, nor provide such inside information to others, until such
information becomes public.





E mployees
may sometimes need assistance in determining how the rules governing inside
information apply to specific situations, and they should direct such questions
to the Legal Department.





**ANTIRUST
COMPLIANCE**





V iasystems
believes that the welfare of consumers is best served by economic competition.
Consequently, Viasystems competes vigorously for business and is committed to
comply with the antitrust and competition laws of those jurisdictions where its
products and services are manufactured and sold. Generally speaking, these laws
prohibit practices that might unreasonably restrict competition. Viasystems
employees are forbidden to engage in practices that are generally acknowledged
to violate antitrust and competition laws.





G enerally;
competitors may not agree:





1.
    On
      prices they charge for goods-regardless of economic
  impact;




2.
    On
      prices they charge for services;




3.
    On
      terms of sale;




4.
    On
      levels of production;




5.
    On
      prices for products or services that they
buy;




6.
    To
      not compete on bids ("bid rigging");




7.
    To
      not compete by allocating customers, territories or markets,
      or




8.
    To
      join in a boycott of suppliers or customers to accomplish anti-competitive
      ends.




U nderstanding
the requirements of antitrust and competition laws of the various jurisdictions
where Viasystems does business can sometimes be difficult. Therefore,
Viasystems' management encourages employees to seek the counsel of Viasystems
lawyers about the propriety of business practices.





**FINANCIAL
INTEGRITY**





T he
Company's accounting records are relied upon to produce reports for the
Company's management, shareholders, creditors, governmental agencies and others.
All Company accounting records, as well as reports produced from those records,
must be kept and presented in accordance with the laws of each applicable
jurisdiction, and must accurately and fairly reflect in reasonable detail the
Company's assets, liabilities, revenues and expenses.





A s
Viasystems employees, we all have responsibility to ensure that false or
intentionally misleading entries are not made in the Company's accounting
records. We must not permit intentional misclassifications of transactions as to
accounts, departments or accounting periods. All transactions shall be supported
by accurate documentation in reasonable detail and recorded in the proper
account and in the proper accounting period.





C ompliance
with Generally Accepted Accounting Principles and the Company's system of
internal accounting controls is required at all times.





**QUESTIONABLE
PAYMENTS**





I t is
against Viasystems policy to make unlawful, improper or other kinds of
questionable payments to customers, government employees or other third parties.
We sell our products on the merits of price, quality and service. We do not seek
business obtained through deviation from this principle.





W e will
not offer expensive gifts, bribes or any other kind of payment or benefit to
representatives of customers, suppliers, competitors, government or governmental
agencies. This applies to any individual or organization at any level whether
domestic or foreign. You may determine what is legitimate business entertainment
by referencing the Company's standards on business entertainment and expense
account reporting.





W e expect
our employees to refuse to make questionable payments. In cases where the
propriety of a payment is not clear or the alternatives might be harmful to the
employee, the matter must be approved in advance at the highest possible level
in the business management.





O ur policy
on questionable payments does not stop with direct action on the part of
Viasystems employees. Any kind of subterfuge-including payments and discounts to
agents or other third parties for questionable activities of any sort-is
strictly forbidden.





C losing
one's eyes to any activity that appears to be questionable does not provide an
adequate defense. In addition, no payments are to be made to others for any
purpose other than the purpose described in the documents supporting the
expense. There must be no false entries in any of our records, and no cash or
other assets can be maintained for any purpose in any unrecorded or
"off-the-books" fund.





**POLITICAL
CONTRIBUTIONS**





E xcept for
certain nonfederal elections, political contributions to candidates by
corporations are prohibited in the United States. The same is also true in many
other countries. Illegal political contributions may not be made by Viasystems
employees, either directly or indirectly, through the use of expense accounts or
through payments to third parties. Questions should be directed to a supervisor
or to the Viasystems Legal Department.





**CODE
AND POLICY VIOLATIONS**





A failure
by any employee to comply with laws or regulations governing the Company's
business, this Code or any other Company policy or requirement, may result in
disciplinary action up to, and including termination, and if warranted legal
proceedings. Nothing in this document constitutes a contract of employment with
any individual.





**QUESTIONS
ABOUT COMPLIANCE**


**AND
REPORTING VIOLATIONS**





I f you
have any questions or concerns about compliance with the subjects described in
this Code or are unsure of what is the "right thing" to do, talk with your
management, another Viasystems leader or one of the specialists in the area
involved. If these alternatives are not practical, contact the Law Department,
the Office of Global Ethics and Compliance (314-746-2205).





V i a s y
s t e m s G r o u p, I n c.





**ACKNOWLEDGMENT
OF RECEIPT OF CODE OF BUSINESS CONDUCT**








I have
received and read Viasystems’ Code of Business Conduct. I understand the
standards and policies contained in Viasystems Code of Business Conduct and
understand that there may be additional policies or laws specific to my job. I
further agree to comply with the Company Code of Business Conduct.





I f I have
questions concerning the meaning or application of Viasystems’ Code of Business
Conduct, any Company policies, or the legal and regulatory requirements
applicable to my job, I know I can consult my manager, the Human Resources
Department or the Legal Department, knowing that my questions or reports to
these sources will be maintained in confidence.





Employee
      NameSignatureDate














Please
sign and return this form to the Human Resources Department.