EXHIBIT 14.1



                      OXFORD TECHNOLOGIES INC.

                CODE OF BUSINESS CONDUCT AND ETHICS


Oxford Technologies Inc. (the "Company") has adopted the following Code of
Business Conduct and Ethics (this "Code") for directors and executive
officers of the Company.  This Code is intended to focus the Board and each
director and executive officer on areas of ethical risk, provide guidance to
directors and executive officer to help them recognize and deal with ethical
issues, provide mechanisms to report unethical conduct, and help foster a
culture of honesty and accountability.  Each director and executive officer
must comply with the letter and spirit of this Code.

No code or policy can anticipate every situation that may arise. Accordingly,
this Code is intended to serve as a source of guiding principles for directors
and executive officers. Directors and executive officers are encouraged to
bring questions about particular circumstances that may implicate one or more
of the provisions of this Code to the attention of the Chairman of the Board,
who may consult with inside or outside legal counsel as appropriate.

1.   MAINTAIN FIDUCIARY DUTIES

Directors and executive officers must be loyal to the Company and must act
at all times in the best interest of the Company and its shareholders and
subordinate self-interest to the corporate and shareholder good.  Directors
and executive officers should never use their position to make a personal
profit. Directors and executive officers must perform their duties in good
faith, with sound business judgment and with the care of a prudent person.

2.  CONFLICT OF INTEREST.

A "conflict of interest" occurs when the private interest of a director or
executive officer interferes in any way, or appears to interfere, with the
interests of the Company as a whole.  Conflicts of interest also arise when
a director or executive officer, or a member of his or her immediate family,
receives improper personal benefits as a result of his or her position as a
director or executive officer of the Company.  Loans to, or guarantees of
the obligations of, a director or executive officer, or a member of his or
her family, are prohibited.

Directors and executive officers must avoid conflicts of interest with the
Company. Any situation that involves, or may reasonably be expected to
involve, a conflict of interest with the Company must be disclosed
immediately to the Chairman of the Board.

The term "immediate family" in this Code is defined as to include a person's
spouse, parents, children, siblings, mothers-in-law and fathers-in-law,
sons and daughters-in-law, and anyone (other than employees of such person)
who share such person's home.

This Code does not attempt to describe all possible conflicts of interest
which could develop.  Some of the more common conflicts from which directors
and executive offices must refrain, however, are set out below.

    o  Relationship of Company with third-parties.  Directors and executive
officers may not engage in any conduct or activities that are inconsistent
with the Company's best interests or that disrupt or impair the Company's
relationship with any person or entity with which the Company has or
proposes to enter into a business or contractual relationship.

     o  Compensation from non-Company sources.  Directors and executive
officers may not accept compensation, in any form, for services performed
for the Company from any source other than the Company.

     o  Directors and executive officers and members of their families may
not offer, give or receive gifts from persons or entities who deal with the
Company in those cases where any such gift is being made in order to
influence the actions of a director as member of the Board or the actions
of an executive officer as an officer of the Company, or where acceptance
of the gifts would create the appearance of a conflict of interest.

3.   CORPORATE OPPORTUNITIES.

Directors and executive officers owe a duty to the Company to advance its
legitimate interests when the opportunity to do so arises. Directors and
executive officers are prohibited from: (a) taking for themselves personally
opportunities that are discovered through the use of corporate  property,
information or the director's or executive officer's position; (b) using
the Company's property, information, or position for personal gain; or (c)
competing with the Company, directly or indirectly, for business
opportunities, provided, however, if the Company's disinterested directors
determine that the Company will not pursue an opportunity that relates to
the Company's business, a director or executive officer may do so.

4.   CONFIDENTIALITY.

Directors and executive officers must maintain the confidentiality of
information entrusted to them by the Company or its customers, and any other
confidential information about the Company that comes to them, from whatever
source, in their capacity as director or executive officer, except when
disclosure is authorized or required by laws or regulations. Confidential
information includes all non-public information that might be of use to
competitors, or harmful to the Company or its customers, if disclosed.

5.   PROTECTION AND PROPER USE OF COMPANY ASSETS.

Directors and executive officers must protect the Company's assets and
ensure their efficient use.  Theft, loss, misuse, carelessness and waste of
assets have a direct impact on the Company's profitability. Directors and
executive officers must not use Company time, employees, supplies, equipment,
tools, buildings or other assets for personal benefit without prior
authorization from the Chairman of the Board or as part of a compensation
or expense reimbursement program available to all directors or executive
officers.

6.   FAIR DEALING.

Directors and executive officers shall deal fairly and oversee fair dealing
by employees and officers with the Company's directors, officers, employees,
customers, suppliers and competitors.  None should take unfair advantage of
anyone through manipulation, concealment, abuse of privileged information,
misrepresentation of material facts or any other unfair dealing practices.

7.   COMPLIANCE WITH LAWS, RULES AND REGULATIONS.

Directors and executive officers shall comply, and oversee compliance by
employees, officers and other directors, with all laws, rules and regulations
applicable to the Company, including federal securities laws.

8.   WAIVERS OF THE CODE OF BUSINESS CONDUCT AND ETHICS.

Any waiver of this Code may be made only by the Board or a Board committee
and must be promptly disclosed to the Company's shareholders.

9.   ENCOURAGING THE REPORTING OF ANY ILLEGAL OR UNETHICAL BEHAVIOR.

Directors and executive officers should promote ethical behavior and take
steps to ensure the Company (a) encourages employees to talk to supervisors,
managers and other appropriate  personnel when in doubt about the best
course of action in a particular situation; (b) encourages employees to
report violations of laws, rules or regulations to appropriate personnel;
and (c)informs employees that the Company will not permit  retaliation for
reports made in good faith.

10.  FAILURE TO COMPLY; COMPLIANCE PROCEDURES.

A failure by any director or executive officer to comply with the laws or
regulations governing  the Company's business, this Code or any other
Company policy or requirement may result in  disciplinary action, and, if
warranted, legal proceedings.

Directors and executive officers should communicate any suspected violations
of this Code promptly to the Chairman of the Board.  Violations will be
investigated by the Board or by a person or persons designated by the Board
and appropriate action will be taken in the event of any violations of this
Code.