EXHIBIT 14.1


                               KNIGHT FULLER, INC.

                   CODE OF ETHICS FOR CHIEF EXECUTIVE OFFICER,
              CHIEF FINANCIAL OFFICER AND CHIEF ACCOUNTING OFFICER

A. SCOPE.

This Code of Ethics has been adopted by the Board of Directors of Knight Fuller,
Inc. (the "Company"), and is applicable to the Company's Chief Executive
Officer, Chief Financial Officer and to the Chief Accounting Officer, or persons
acting in such capacity, (collectively the "Covered Officers"). Unless and until
the board of directors forms a separate audit committee, under the Securities
and Exchange Commission's interpretation of its disclosure rules, the Company's
full board of directors functions as the de facto audit committee for the
Company with respect to all procedural and disclosure requirements applicable to
audit committees under Securities and Exchange Commission rules. The Company's
Board of Directors, and in particular those members of the Board of Directors
who are disinterested, shall have oversight responsibility over the Company's
officers for purposes of this Code of Ethics. In each case in which this Code of
Ethics refers to the "disinterested members" of the Company's Board of
Directors, the term disinterested means, solely for the purposes of this Code of
Ethics, those members of the Board who are not directly involved in the
transaction, event or conflict giving rise to a reporting requirement, violation
or other matter subject to the enforcement obligations of the Board under this
Code of Ethics.

B. PURPOSE.

The Company is proud of the values with which it and its subsidiaries conduct
business. It has and will continue to uphold the highest levels of business
ethics and personal integrity in all types of transactions and interactions. To
this end, this Code of Ethics serves to (1) emphasize the Company's commitment
to ethics and compliance with the law; (2) set forth basic standards of ethical
and legal behavior; (3) provide reporting mechanisms for known or suspected
ethical or legal violations; and (4) help prevent and detect wrongdoing.

Given the variety and complexity of ethical questions that may arise in the
course of business of the Company and its subsidiaries, this Code of Ethics
serves only as a rough guide. Confronted with ethically ambiguous situations,
the Covered Officers should remember the Company's commitment to the highest
ethical standards and seek independent advice, where necessary, to ensure that
all actions they take on behalf of the Company and its subsidiaries honor this
commitment.


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C. ETHICS STANDARDS.

1. Honest and Ethical Conduct.

The Covered Officers shall behave honestly and ethically at all times and with
all people. They shall act in good faith, with due care, and shall engage only
in fair and open competition, by treating ethically competitors, suppliers,
customers, and colleagues. They shall not misrepresent facts or engage in
illegal, unethical, or anti-competitive practices for personal or professional
gain.

This fundamental standard of honest and ethical conduct extends to the handling
of conflicts of interest. The Covered Officers shall avoid any actual,
potential, or apparent conflicts of interest with the Company and its
subsidiaries and any personal activities, investments, or associations that
might give rise to such conflicts. They shall not compete with or use the
Company or any of its subsidiaries for personal gain, self-deal, or take
advantage of corporate opportunities. They shall act on behalf of the Company
and its subsidiaries free from improper influence or the appearance of improper
influence on their judgment or performance of duties. A Covered Officer shall
disclose any material transaction or relationship that reasonably could be
expected to give rise to such a conflict to the disinterested members of the
Board of Directors of the Company. No action may be taken with respect to such
transaction or party unless and until the disinterested members of the Board
have approved such action.

2. Timely and Truthful Disclosure.

In reports and documents filed with or submitted to the Securities and Exchange
Commission and other regulators by the Company or its subsidiaries, and in other
public communications made by the Company or its subsidiaries, the Covered
Officers shall make disclosures that are full, fair, accurate, timely, and
understandable. The Covered Officers shall provide thorough and accurate
financial and accounting data for inclusion in such disclosures. The Covered
Officers shall not knowingly conceal or falsify information, misrepresent
material facts, or omit material facts necessary to avoid misleading the
Company's or any of its subsidiaries' independent public auditors or investors.

3. Legal Compliance.

In conducting the business of the Company and its subsidiaries, the Covered
Officers shall comply with applicable governmental laws, rules, and regulations
at all levels of government in the United States and in any non-U.S.
jurisdiction in which the Company or any of its subsidiaries does business, as
well as applicable rules and regulations of self-regulatory organizations of
which the Company or any of its subsidiaries is a member. If the Covered Officer
is unsure whether a particular action would violate an applicable law, rule, or
regulation, the Covered Officer should seek the advice of counsel (if available)
before undertaking it.


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D. VIOLATIONS OF ETHICAL STANDARDS.

1. Reporting Known or Suspected Violations.

The Covered Officers will promptly bring to the attention of the disinterested
members of the Company's Board of Directors any information concerning a
material violation of any of the laws, rules or regulations applicable to the
Company and the operation of its businesses, by the Company or any agent
thereof, or of violation of the Code of Ethics. Reports of violations will be
investigated by the Company's counsel under the supervision of the disinterested
members of the Board of Directors and the findings communicated to the Board.

2. Accountability for Violations.

If the Company's Board determines that this Code of Ethics has been violated,
either directly, by failure to report a violation, or by withholding information
related to a violation, it may discipline the offending Covered Officer for
non-compliance with penalties up to and including termination of employment.
Violations of this Code of Ethics may also constitute violations of law and may
result in criminal penalties and civil liabilities for the offending Covered
Officer and the Company or its subsidiaries.





















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