EXHIBIT 14.1


                          PROMOTORA VALLE HERMOSO INC.

                                 (the "Company")

                           CODE OF CONDUCT AND ETHICS

Introduction

         This Code of Conduct and Ethics covers a wide range of business
practices and procedures. It does not cover every issue that may arise, but it
sets out basic principles to guide the directors, officers, and employees of the
Company. All Company directors, officers, and employees should conduct
themselves accordingly and seek to avoid even the appearance of improper
behavior in any way relating to the Company. In appropriate circumstances, this
Code should also be provided to and followed by the Company's agents and
representatives, including consultants.

         Any director or officer who has any questions about this Code should
consult with the Chief Executive Officer, the Chief Financial Officer, or legal
counsel as appropriate in the circumstances. If an employee has any questions
about this Code, the employee should ask his or her supervisor how to handle the
situation.

1.       Scope of Code.

         This Code is intended to deter wrongdoing and to promote the following:

         o    honest and ethical conduct, including the ethical handling of
              actual or apparent conflicts of interest between personal and
              professional relationships;

         o    full, fair, accurate, timely, and understandable disclosure in
              reports and documents the Company files with, or submits to, the
              Securities and Exchange Commission (the "SEC") and in other
              communications made by the Company;

         o    compliance with applicable governmental laws, rules, and
              regulations;

         o    the prompt internal reporting of violations of this Code to the
              appropriate person or persons identified in this Code;

         o    accountability for adherence to this Code; and

         o    adherence to a high standard of business ethics.

2.       Compliance with Laws, Rules, and Regulations

         Obeying the law, both in letter and in spirit, is the foundation on
which the Company's ethical standards are built. All directors, officers, and
employees should respect and obey all laws, rules, and regulations applicable to
the business and operations of the Company. Although directors, officers, and
employees are not expected to know all of the details of these laws, rules, and
regulations, it is important to know enough to determine when to seek advice
from supervisors, managers, officers or other appropriate Company personnel.

3.   Conflicts of Interest

         A "conflict of interest" exists when an individual's private interest
interferes in any way - or even appears to conflict - with the interests of the
Company. A conflict of interest 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 on behalf of the Company in an objective and effective manner.
Conflicts of interest may also arise when a director, officer, or employee, or a
member of his or her family, receives improper personal benefits as a result of
his or her position with the Company. Loans to, or guarantees of obligations of,
employees and their family members may create conflicts of interest.

         Service to the Company should never be subordinated to personal gain
and advantage. Conflicts of interest, whenever possible, should be avoided. In
particular, clear conflict of interest situations involving directors, officers,


<PAGE>

and employees who occupy supervisory positions or who have discretionary
authority in dealing with any third party may include the following:

         o    any significant ownership interest in any supplier or customer;

         o    any consulting or employment relationship with any customer,
              supplier, or competitor;

         o    any outside business activity that detracts from an individual's
              ability to devote appropriate time and attention to his or her
              responsibilities to the Company;

         o    the receipt of non-nominal gifts or excessive entertainment from
              any organization with which the Company has current or prospective
              business dealings;

         o    being in the position of supervising, reviewing, or having any
              influence on the job evaluation, pay, or benefit of any family
              member; and

         o    selling anything to the Company or buying anything from the
              Company, except on the same terms and conditions as comparable
              directors, officers, or employees are permitted to so purchase or
              sell.

         It is almost always a conflict of interest for a Company officer or
employee to work simultaneously for a competitor, customer, or supplier. No
officer or employee may work for a competitor as a consultant or board member.
The best policy is to avoid any direct or indirect business connection with the
Company's customers, suppliers, and competitors, except on the Company's behalf.

Conflicts of interest are prohibited as a matter of Company policy, except under
guidelines approved by the Board of Directors. Conflicts of interest may not
always be clear-cut and further review and discussions may be appropriate. Any
director or officer who becomes aware of a conflict or potential conflict should
bring it to the attention of the Chief Executive Officer, the Chief Financial
Officer, or legal counsel as appropriate in the circumstances. Any employee who
becomes aware of a conflict or potential conflict should bring it to the
attention of a supervisor, manager, or other appropriate personnel.

4.   Insider Trading

         Directors, officers, and employees who have access to confidential
information relating to the Company are not permitted to use or share that
information for stock trading purposes or for any other purpose except the
conduct of the Company's business. All non-public information about the Company
should be considered confidential information. To use non-public information for
personal financial benefit or to "tip" others who might make an investment
decision on the basis of this information is not only unethical and against
Company policy but is also illegal. Directors, officers, and employees also
should comply with insider trading standards and procedures adopted by the
Company. If a question arises, the director, officer, or employee should consult
with the Company's Chief Financial Officer.

5.       Corporate Opportunities

         Directors, officers, and employees are prohibited from taking for
themselves personally or directing to a third party any opportunity that is
discovered through the use of corporate property, information, or position
without the consent of the Board of Directors. No director, officer, or employee
may use corporate property, information, or position for improper personal gain,
and no director, officer, or employee may compete with the Company directly or
indirectly. Directors, officers, and employees owe a duty to the Company to
advance its legitimate interests when the opportunity to do so arises.


<PAGE>

6. Competition and Fair Dealing.

         The Company seeks to compete in a fair and honest manner. The Company
seeks competitive advantages through superior performance rather than through
unethical or illegal business practices. Stealing proprietary information,
possessing trade secret information that was obtained without the owner's
consent, or inducing such disclosures by past or present employees of other
companies is prohibited. Each director, officer, and employee should endeavor to
respect the rights of and deal fairly with the Company's customers, suppliers,
service providers, competitors, and employees. No director, officer, or employee
should take unfair advantage of anyone relating to the Company's business or
operations through manipulation, concealment, or abuse of privileged
information, misrepresentation of material facts, or any unfair dealing
practice.

         To maintain the Company's valuable reputation, compliance with the
Company's quality processes and safety requirements is essential. In the context
of ethics, quality requires that the Company's products and services meet
reasonable customer expectations. All inspection and testing documents must be
handled in accordance with all applicable regulations.

         The purpose of business entertainment and gifts in a commercial setting
is to create good will and sound working relationships, not to gain unfair
advantage with customers. No gift or entertainment should ever be offered,
given, provided, or accepted by a director, officer, or employee, family member
of a director, officer, or employee, or agent relating to the individual's
position with the Company unless it (1) is not a cash gift, (2) is consistent
with customary business practices, (3) is not excessive in value, (4) cannot be
construed as a bribe or payoff, and (5) does not violate any laws or
regulations. A director or officer should discuss with the Chief Executive
Officer or Chief Financial Officer, and a employee should discuss with his or
her supervisor, any gifts or proposed gifts that the individual is not certain
are appropriate.

7.   Discrimination and Harassment

         The diversity of the Company's employees is a tremendous asset. The
Company is firmly committed to providing equal opportunity in all aspects of
employment and will not tolerate any illegal discrimination or harassment or any
kind. Examples include derogatory comments based on racial or ethnic
characteristics and unwelcome sexual advances.

8.   Health and Safety

         The Company strives to provide each employee with a safe and healthful
work environment. Each officer and employee has responsibility for maintaining a
safe and healthy workplace for all employees by following safety and health
rules and practices and reporting accidents, injuries, and unsafe equipment,
practices, or conditions.

         Violence and threatening behavior are not permitted. Officers and
employees should report to work in a condition to perform their duties, free
from the influence of illegal drugs or alcohol. The use of illegal drugs in the
workplace will not be tolerated.

9.       Record-Keeping

         The Company requires honest and accurate recording and reporting of
information in order to make responsible business decisions.

         Many officers and employees regularly use business expense accounts,
which must be documented and recorded accurately. If an officer or employee is
not sure whether a certain expense is legitimate, the employee should ask his or
her supervisor or the Company's controller. Rules and guidelines are available
from the Accounting Department.

         All of the Company's books, records, accounts, and financial statements
must be maintained in reasonable detail, must appropriately reflect the
Company's transactions, and must conform both to applicable legal requirements
and to the Company's system of internal controls. Unrecorded or "off the books"
funds or assets should not be maintained unless permitted by applicable law or
regulation.

         Business records and communications often become public, and the
Company and its officers and employees in their capacity with the Company should
avoid exaggeration, derogatory remarks, guesswork, or inappropriate
characterizations of people and companies that can be misunderstood. This
applies equally to e-mail, internal memos, and formal reports. The Company's


<PAGE>

records should always be retained or destroyed according to the Company's record
retention policies. In accordance with those policies, in the event of
litigation or governmental investigation, directors, officers, and employees
should consult with the Company's Chief Financial Officer or legal counsel
before taking any action because it is critical that any impropriety or possible
appearance of impropriety be avoided.

10.  Confidentiality

         Directors, officers, and employees must maintain the confidentiality of
confidential information entrusted to them by the Company or its customers,
suppliers, joint venture partners, or others with whom the Company is
considering a business or other transaction except when disclosure is authorized
by an executive officer or required or mandated by laws or regulations.
Confidential information includes all non-public information that might be
useful or helpful to competitors or harmful to the Company or its customers and
suppliers, if disclosed. It also includes information that suppliers and
customers have entrusted to the Company. The obligation to preserve confidential
information continues even after employment ends.

11.  Protection and Proper Use of Company Assets

         All directors, officers, and employees should endeavor to protect the
Company's assets and ensure their efficient use. Theft, carelessness, and waste
have a direct impact on the Company's profitability. Any suspected incident of
fraud or theft should be immediately reported for investigation. Company assets
should be used for legitimate business purposes and should not be used for
non-Company business.

         The obligation to protect the Company's assets includes its proprietary
information. Proprietary information includes intellectual property, such as
trade secrets, patents, trademarks, and copyrights, as well as business,
marketing and service plans, engineering and manufacturing ideas, designs,
databases, records, salary information, and any unpublished financial data and
reports. Unauthorized use or distribution of this information would violate
Company policy. It could also be illegal and result in civil or even criminal
penalties.

12.  Payments to Government Personnel

         The U.S. Foreign Corrupt Practices Act prohibits giving anything of
value, directly or indirectly, to officials of foreign governments or foreign
political candidates in order to obtain or retain business. It is strictly
prohibited to make illegal payments to government officials of any country.

         In addition, the U.S. government has a number of laws and regulations
regarding business gratuities that may be accepted by U.S. government personnel.
The promise, offer, or delivery to an official or employee of the U.S.
government of a gift, favor, or other gratuity in violation of these rules would
not only violate Company policy but could also be a criminal offense. State and
local governments, as well as foreign governments, may have similar rules.

13.  Corporate Disclosures

         All directors, officers, and employees should support the Company's
goal to have full, fair, accurate, timely, and understandable disclosure in the
periodic reports required to be filed by the Company with the SEC. Although most
employees hold positions that are far removed from the Company's required
filings with the SEC, each director, officer, and employee should promptly bring
to the attention of the Chief Executive Officer, the Chief Financial Officer,
the Company's Disclosure Committee, or the Audit Committee, as appropriate in
the circumstances, any of the following:

         o    Any material information to which such individual may become aware
              that affects the disclosures made by the Company in its public
              filings or would otherwise assist the Chief Executive Officer, the
              Chief Financial Officer, the Disclosure Committee, and the Audit
              Committee in fulfilling their responsibilities with respect to
              such public filings.

         o    Any information the individual may have concerning (a) significant
              deficiencies in the design or operation of internal controls that
              could adversely affect the Company's ability to record, process,
              summarize, and report financial data or (b) any fraud, whether or
              not material, that involves management or other employees who have
              a significant role in the Company's financial reporting,
              disclosures, or internal controls.


<PAGE>

         o    Any information the individual may have concerning any violation
              of this Code, including any actual or apparent conflicts of
              interest between personal and professional relationships,
              involving any management or other employees who have a significant
              role in the Company's financial reporting, disclosures, or
              internal controls.

         o    Any information the individual may have concerning evidence of a
              material violation of the securities or other laws, rules, or
              regulations applicable to the Company and the operation of its
              business, by the Company or any agent thereof, or of violation of
              this Code.

14. Waivers of the Code of Conduct

         Any waiver of this Code for directors or executive officers may be made
only by the Board of Directors or a committee of the Board and will be promptly
disclosed to stockholders as required by applicable laws, rules, and
regulations, including the rules of the SEC and American Stock Exchange. Any
such waiver also must be disclosed in a Form 8-K.

15.  Publicly Available

         This Code shall be posted on the Company's website.

16.  Reporting any Illegal or Unethical Behavior

         Directors and officers are encouraged to talk to the Chief Executive
Officer, the Chief Financial Officer, or legal counsel, and employees are
encouraged to talk to supervisors, managers, or other appropriate personnel,
when in doubt about the best course of action in a particular situation.
Directors, officers, and employees should report any observed illegal or
unethical behavior and any perceived violations of laws, rules, regulations, or
this Code to appropriate personnel. It is the policy of the Company not to allow
retaliation for reports of misconduct by others made in good faith. Directors,
officers, and employees are expected to cooperate in internal investigations of
misconduct.

         The Company maintains a Whistleblower Policy for (1) the receipt,
retention, and treatment of complaints received by the Company regarding
accounting, internal accounting controls, or auditing matters and (2) the
confidential, anonymous submission by the Company's employees of concerns
regarding questionable accounting or auditing matters.

17.  Enforcement

         The Board of Directors shall determine, or designate appropriate
persons to determine, appropriate actions to be taken in the event of violations
of this Code. Such actions shall be reasonably designed to deter wrongdoing and
to promote accountability for adherence to this Code and to these additional
procedures, and may include written notices to the individual involved that the
Board has determined that there has been a violation, censure by the Board,
demotion or re-assignment of the individual involved, suspension with or without
pay or benefits (as determined by the Board), and termination of the
individual's employment or position. In determining the appropriate action in a
particular case, the Board of Directors or such designee shall take into account
all relevant information, including the nature and severity of the violation,
whether the violation was a single occurrence or repeated occurrences, whether
the violation appears to have been intentional or inadvertent, whether the
individual in question had been advised prior to the violation as to the proper
course of action, and whether or not the individual in question had committed
other violations in the past.