Exhibit 14.1

 CODE OF BUSINESS CONDUCT AND ETHICS FOR DIRECTORS OF CAPSOURCE FINANCIAL, INC.

The Board of Directors (the "Board") of CapSource Financial, Inc. (the
"Company") has adopted the following Code of Business Conduct and Ethics (the
"Code") for directors of the Company. This Code is intended to focus the Board
and each director on areas of ethical risk; provide guidance to directors 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 must comply with the letter and spirit of this Code.

No code or policy can anticipate every situation that may arise or replace the
thoughtful behavior of an ethical director. Directors 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.

CONFLICT OF INTEREST

Directors must avoid any conflicts of interest between the director and the
Company. Any situation that involves, or may reasonably be expected to involve,
a conflict of interest with the Company, should be disclosed promptly to the
Chairman of the Board. A "conflict of interest" can occur when:

         o A director's personal interest is adverse to--or may appear to be
         adverse to--the interests of the Company as a whole.

         o A director, or a member of his or her immediate family as defined by
         the New York Stock Exchange receives improper personal benefits as a
         result of his or her position as a director of the Company.

Some of the more common conflicts which directors should avoid are listed below:

         o Relationship of Company with third-parties - Directors may not
         receive a personal benefit from a person or firm which is seeking to do
         business or to retain business with the Company. A director shall
         recuse him or herself from any Company Board decision involving another
         firm or company with which the director is affiliated.

         o Compensation from non-Company sources - Directors may not accept
         compensation (in any form) for services performed for the Company from
         any source other than the Company.

         o Gifts - Directors 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


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         the directors' actions as members of the Board, or where acceptance of
         the gifts could create the appearance of a conflict of interest.

         o Personal use of Company assets - Directors may not use Company
         assets, labor or information for personal use unless approved by the
         Chairman of the Board, or as part of a compensation or expense
         reimbursement program available to all directors.

CORPORATE OPPORTUNITIES

Directors are prohibited from:

         o Taking for themselves or their companies opportunities that are
         discovered through the use of Company property, Company information or
         position as a director

         o Using the Company's property or information for personal gain

         o Competing with the Company for business opportunities.

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 may then do so.

CONFIDENTIALITY

Directors must maintain the confidentiality of information entrusted to them by
the Company and any other confidential information about the Company that comes
to them, from whatever source, in their capacity as a director, except when
disclosure is authorized or legally mandated. For purposes of this Code,
"confidential information" includes all non-public information relating to the
Company.

COMPLIANCE WITH LAWS, RULES AND REGULATIONS; FAIR DEALING

Directors must comply, and oversee compliance by employees, officers and other
directors, with laws, rules and regulations applicable to the Company, including
insider trading laws. Directors must deal fairly, and must oversee fair dealing
by employees and officers, with the Company's customers, suppliers, competitors
and employees.

ENCOURAGING THE REPORTING OF ANY ILLEGAL OR UNETHICAL BEHAVIOR

Directors should promote ethical behavior and take steps to ensure the Company:

         o Encourages employees to talk to supervisors, managers and other
         appropriate personnel when in doubt about the best course of action in
         a particular situation




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         o Encourages employees to report violations of laws, rules, regulations
         or the Company's Code of Conduct to appropriate personnel

         o Informs employees that the Company will not allow retaliation for
         reports made in good faith.

COMPLIANCE STANDARDS

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

WAIVER OF CODE OF BUSINESS CONDUCT AND ETHICS

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