```

                                                                    Exhibit 14.1

                       CODE OF BUSINESS CONDUCT AND ETHICS

INTRODUCTION

United Capital Corp. and its  subsidiaries  (the "Company") seek at all times to
conduct its  business in  accordance  with the highest  standards  of honest and
ethical conduct and in compliance with applicable laws, rules and regulations.

This Code of  Business  Conduct  and Ethics (the  "Code")  governs the  business
decisions  made and  actions  taken by the  Company's  directors,  officers  and
employees and is an expression  of the  Company's  fundamental  and core values,
which  include:  (i) integrity  and honesty in the Company's and its  employees'
dealings with customers, suppliers, co-ventures,  competitors,  shareholders and
the  community;  (ii)  respect for  individuality  and personal  experience  and
background;  and (iii)  support of the  communities  where the  Company  and its
employees work.

While  covering  a wide  range  of  business  practices  and  procedures,  these
standards cannot and do not cover every issue that may arise, or every situation
where  ethical  decisions  must be made,  but  rather  sets  forth  key  guiding
principles  that  represent  Company  policy  and  establishes   conditions  for
employment at our Company. This Code is meant to be read in conjunction with our
other  Company  policies  and does not  supercede,  change or alter any existing
Company policy.

The integrity,  reputation and profitability of the Company  ultimately  depends
upon the individual actions of the Company's employees,  officers and directors.
As a result, each such individual is personally  responsible and accountable for
compliance  with this Code. All references in the Code to "employees"  should be
understood  to include all  employees,  officers  and  directors  of the Company
including its subsidiaries (which include among others,  Metex Mfg.  Corporation
and AFP  Transformers  LLC),  unless the context requires  otherwise.  The terms
"United  Capital," the "Company,"  "we" and "our" refers to United Capital Corp.
and its subsidiaries.

COMPLIANCE WITH LAWS

The Company is strongly  committed  to  conducting  its  business  affairs  with
honesty,  integrity and in full compliance with all applicable laws. No employee
is authorized to commit an illegal or unethical act, or to instruct others to do
so, for any reason.

It is also important to develop a working  knowledge of the laws and regulations
that affect  your job. If a law  conflicts  with a  particular  action or policy
prescribed  by this  Code,  you must  comply  with the law;  if a local  custom,
industry  practice or previous company policy conflicts with this Code, you must
comply with the Code. Do not hesitate to ask your  supervisor  for advice before
making any decision about which you are uncertain.

CONFLICT OF INTEREST

The Company  recognizes  and  respects  the right of its  employees to engage in
outside  activities  which they may deem  proper and  desirable,  provided  that
employees  fulfill their obligations to act in the best interests of the Company
and to avoid  situations  that  present a potential or actual  conflict  between
their interests and the Company's interest.

         GENERAL

A "conflict of interest" occurs when a person's private interest interferes,  or
even  appears  to  interfere,  in any way with  the  interests  of the  Company.
Conflicts  of  interest  may arise  when an  employee  takes an action or has an

outside  interest,  responsibility  or obligation that may make it difficult for
him or her to perform the  responsibilities  of his or her position  objectively
and/or  effectively  in the best interest of the Company.  Conflicts of interest
may also occur when an employee or a member of his or her family  receives  some
improper  personal  benefit as a result of his or her  position in the  Company.
Each  individual's  situation  is  different  and in  evaluating  his or her own
situation, an employee will have to consider many factors.

         FAIR DEALING

Each employee should treat the Company's customers,  suppliers,  competitors and
employees  fairly.  No one  should  take  unfair  advantage  of  anyone  through
manipulation, concealment, abuse of privileged information, misrepresentation of
material facts or any other unfair-dealing practice. In deciding among competing
suppliers,  weigh all material  facts  impartially.  Seek to buy from  qualified
suppliers' at the lowest  permissible cost, keeping in mind the requirements for
quality, performance and vendors' ability to meet delivery schedules.

         OUTSIDE ACTIVITIES

The Company  expects its  employees to devote their full energies to their work.
Company  policy  forbids  employees to serve as directors,  officers,  partners,
employees, consultants, agents or representatives of business concerns organized
for profit  (other than those  affiliated  with the  company)  without  specific
approval from the Company.  The purpose of this  prohibition is to avoid outside
employment or activities that would impair  employees' job  performance,  either
because of excessive  demands on their time, or because the outside  commitments
can be contrary to their obligations to the Company.

         GIFTS AND ENTERTAINMENT

Each employee must avoid receipt of gifts,  benefits,  favors and  entertainment
which  might  conflict  with  the  proper  performance  of his or her  corporate
responsibilities or which might adversely affect his or her independent judgment
on behalf of the Company or any of its subsidiaries. The Company discourages the
receipt of gifts either  directly or  indirectly by employees as any gift may be
misconstrued as an attempt to influence business decisions.

Gifts of insubstantial value are permitted, provided they are given as a gesture
of professional  friendship and do not involve a Company  commitment to transact
business.  Employees should never accept a gift in cash or cash equivalent. If a
gift,  benefit or favor is more than a token gift of insubstantial  value and is
offered in return for or in expectation of corporate business,  it should not be
accepted.  In no event  should a gift be accepted  from a supplier or  potential
supplier during,  or in connection  with,  contract  negotiations.  In regard to
acceptance of business entertainment,  it is recognized that entertainment or an
occasional  meal may be  incidental  to business  relationships  of value to the
Company;  however, such hospitality should not be excessive or unusual in nature
and the individual  should be satisfied that such hospitality is consistent with
the best interests of the Company and with the terms and spirit of this Code.

         DISCLOSURE

If there are any  questions  as to whether or not a  specific  act or  situation
represents,  or appears to represent, a conflict of interest, an employee should
consult the Chief  Financial  Officer of United  Capital Corp. or the Compliance
Officer.  Any material  transaction or  relationship  that  reasonably  could be
expected to give rise to a conflict of interest  should be reported  promptly to
the Chief  Financial  Officer or the  Compliance  Officer,  who shall notify the
Board as deemed appropriate.

The  Chief   Financial   Officer  is  Anthony  Miceli  and  can  be  reached  at
tm@unitedcaptialcorp.net,   9  Park  Place,   Great  Neck,  New  York  11021  or
516-466-6464.  The Corporate  Compliance  Officer is Thomas Fleming, a member of
the law firm of  Olshan  Grundman  Frome  Rosenzweig  &  Wolosky  LLP who may be
reached  at 65  East  55th  Street,  New  York,  New  York  10022  or  phone  at
212-451-2300.

INSIDER INFORMATION

Employees  are  prohibited  from  trading  in our  Company  stock when they have
material  information  that is not publicly  known.  All non-public  information
about the Company should be considered confidential  proprietary information and
should  never  be  used  for  personal  gain.  "Material   information"  is  any
information  which could  reasonably  be expected to affect the price of a stock
and would be considered  important by investors in deciding whether to buy, sell
or hold that stock. Inside information  typically  includes,  but is not limited
to,  knowledge  of pending  Company  business  transactions,  corporate  finance
activities, mergers or acquisitions,  unannounced earnings and financial results
and  other  significant  developments  affecting  the  Company  or any  of  its'
subsidiaries.  In addition,  employees can be legally liable if someone  outside
the Company trades in Company stock based on a "tip" of inside information given
by an employee.

CONFIDENTIAL PROPRIETARY INFORMATION

Confidential  proprietary  information  generated  and gathered in the Company's
business is a valuable Company asset.  Protecting this information plays a vital
role in our  continued  growth  and  ability  to  compete  and  all  proprietary
information should be maintained in strict confidence, except when disclosure is
authorized by the company or legally required.  Proprietary information includes
all non-public information that might be useful to competitors or which could be
harmful to the Company or its customers if disclosed  and includes  intellectual
property such as trade secrets,  patents,  trademarks and copyrights, as well as
business,  research and new product plans,  objectives and strategies,  records,
databases,  salary and benefits data,  employee medical  information,  customer,
employee  and  suppliers  lists,  and  any  unpublished   financial  or  pricing
information.   Unauthorized  use  or  distribution  of  proprietary  information
violates Company policy and could result in disciplinary  actions. It could also
be illegal and result in civil or even criminal penalties.

All intellectual property conceived or developed during the course of employment
shall be the sole  property  of the  Company.  The  term  intellectual  property
includes  any trade  secret,  invention,  discovery,  concept,  idea or  writing
whether protectable or not by any United States or foreign copyright, trademark,
patent  or  common  law  including,  but  not  limited  to  designs,  materials,
compositions  of  matter,  machines,  processes,  improvements,  data,  computer
software,  writings,  formula,   techniques,   know-how,  methods,  as  well  as
improvements thereof or know-how related thereto concerning any past, present or
prospective  activities  of the Company.  Employees  must  promptly  disclose in
writing to the Company any intellectual  property  developed or conceived either
solely or with others during the course of their  employment and must render any
and all aid and  assistance,  at our expense to secure the  appropriate  patent,
copyright or trademark protection for such intellectual property.

An employee's  obligation to protect our Company's  proprietary and confidential
information  continues  even after the employee  leaves the  Company.  Employees
leaving the Company must return all proprietary information in their possession.

This does not  supersede,  change or alter any  provisions  of any  confidential
information and non-competition agreement signed as a condition of employment.

INFORMATION REPORTING AND RECORD MANAGEMENT

As a public company,  it is of critical  importance  that the Company's  filings
with the  Securities  and  Exchange  Commission  be  accurate  and  timely.  The
Company's  senior  financial   officers  and  other  employees  working  in  the
Accounting and Finance Departments have a special  responsibility to ensure that
all  of  our  financial  disclosures  are  full,  fair,  accurate,   timely  and
understandable.  These  employees  must  understand  and  strictly  comply  with
generally  accepted  accounting  principles  as adopted by the  Company  and all

standards,  laws and  regulations  for  accounting  and  financial  reporting of
transactions, estimates and forecasts. The Company expects all employees to take
this  responsibility  seriously  and to  provide  prompt,  accurate  answers  to
inquiries related to the Company's public disclosure requirements.

All of the Company's  books,  records,  invoices,  accounts and other  financial
statements  and data must be  maintained  fairly,  accurately  and in reasonable
detail and must confirm both to applicable legal requirements and to our systems
of internal controls.  Each employee shall maintain accurate and fair records of
his or her time reports and expense accounts and any other Company  records.  No
false or  artificial  entries  shall  be  made,  misleading  reports  issued  or
fictitious invoices paid or created.

COMPLIANCE WITH INTERNAL CONTROL

The Company has developed and maintains a system of internal controls to provide
reasonable   assurance  that   transactions  are  executed  in  accordance  with
management's  authorization,  are  properly  recorded  and  posted,  and  are in
compliance  with  regulatory  requirements.  The  system  of  internal  controls
includes written policies and procedures, budgetary controls, supervisory review
and  monitoring,  and various other checks and balances,  and safeguards such as
password  protection  to access  certain  computer  systems.  All  employees are
expected to be familiar with, and to adhere strictly to, these control policies.

Responsibility  for  compliance  with these  internal  controls  and  disclosure
controls  and  procedures  rests  not  solely  with  the  company's   accounting
personnel, but with all employees involved in approving transactions,  supplying
documentation  for  transactions,  and recording,  processing,  summarizing  and
reporting of transactions  and other  information  required by periodic  reports
filed with the Securities and Exchange Commission.  Because the integrity of the
Company's  external  reports to  shareholders  and the  Securities  and Exchange
Commission  depends on the  integrity  of the  Company's  internal  reports  and
record-keeping,  all employees must adhere to the highest standards of care with
respect to our internal records and reporting.

Any employee who believes the Company's books and records are not in accord with
these  requirements  should immediately report the matter to the Chief Financial
Officer or Compliance Officer. The Company has adopted explicit  non-retaliation
policies  with respect to these  matters,  as  described  in the section  titled
"Reporting Illegal or Unethical Behavior".

REGULATION FD

The Company is required to comply with a rule under the federal  securities laws
referred to as Regulation FD (which stands for "fair disclosure"). Regulation FD
provides  that when the  Company,  or person  acting  on its  behalf,  discloses
material  nonpublic  information  to certain  enumerated  persons  (in  general,
securities market  professionals and holders of the Company's securities who may
well trade on the basis of the  information),  it must make public disclosure of
that  information.  The  timing of the  required  public  disclosure  depends on
whether the  selective  disclosure  was  intentional  or  unintentional;  for an
intentional  selective  disclosure,  the Company  must make  public  disclosures
simultaneously;  for a non-intentional  disclosure, the Company must make public
disclosure promptly. Under the regulation, the required public disclosure may be
made by filing or furnishing a Form 8-K, or by another  method or combination of
methods  that  is  reasonably   designed  to  effect   broad,   non-exclusionary
distribution of the information to the public.

To ensure  compliance  with  Regulation FD, the Company has designated the Chief
Executive Officer and Chief Financial Officer as "Company  Spokespersons."  Only
the Company  Spokespersons  are  authorized  to disclose  information  about the
Company and its subsidiaries. If you receive a request for information, promptly
contact the Chief Financial Officer to coordinate a response to such request.

PROTECTION AND PROPER USE OF COMPANY ASSETS

Protecting  company  assets  against  loss,  theft,  misuse  and  waste  is  the
responsibility of every employee.  Theft, carelessness and waste directly impact
our profitability  and any suspected theft,  fraud or inefficient use of company
assets should be reported to a manager or supervisor.

COMPUTER AND INFORMATION SYSTEMS

For  business   purposes,   employees  are  provided   telephones  and  computer
workstations and software, including network access to computing systems such as
the Internet and e-mail,  to improve  personal  productivity  and to efficiently
manage  proprietary  information in a secure and reliable  manner.  The employee
must obtain the  permission  of the IT Department to install any software on any
Company computer or connect any personal laptop to the Company network.  As with
other  equipment  and assets of the  Company,  we are each  responsible  for the
appropriate  use  of  these  assets.  Except  for  limited  personal  use of the
Company's  telephones and  computer/e-mail,  such equipment may be used only for
business  purposes.  Employees  should  not  expect a right to  privacy of their
e-mail or Internet  use.  All e-mails or Internet  use on Company  equipment  is
subject to monitoring by the Company.

EMPLOYMENT PRACTICES

         EQUAL EMPLOYMENT OPPORTUNITY

Our policies are designed to ensure that  employees are treated,  and treat each
other, fairly and with respect and dignity. In keeping with this spirit, conduct
involving  harassment  of  any  employee,  customer  or  supplier  will  not  be
tolerated,  especially harassment,  violence, intimidation and discrimination of
any  kind  involving  race,  color,  religion,  gender,  age,  national  origin,
disability,   citizenship,   marital  status,   military  status  or  any  other
characteristic protected by applicable laws.

         HARASSMENT

Equal opportunity includes maintaining a workplace that is free from harassment,
intimidation and hostility.  Company policy prohibits  sexual,  racial and other
unlawful  harassment  in the  workplace.  The Company  will not  tolerate  undue
influence,   offensive  behavior,  sexual  harassment,   intimidation  or  other
disrespectful conduct by one employee toward another or by any employee toward a
customer or supplier.

REPORTING ANY ILLEGAL OR UNETHICAL BEHAVIOR

Employees are encouraged to talk to supervisors,  managers,  the Chief Financial
Officer or other appropriate personnel about illegal or unethical behavior which
they observe.  In addition,  any employee with concerns  regarding  unethical or
unlawful  behavior  regarding  financial  or  accounting  matters may raise such
concerns directly with the Compliance  Officer,  Audit Committee of the Board of
Directors or any of its members.

Reporting of such violations may also be done anonymously and  confidentially in
writing to the Chief  Financial  Officer or the Audit  Committee.  An  anonymous
report  should  provide  enough  information  about the incident or situation to
allow the Company to investigate.

The Company will not tolerate any kind of  retaliation  for reports or questions
that were made in good faith regarding  misconduct by others. Open communication
of  issues  and  concerns  by all  employees  without  fear  of  retribution  or
retaliation  is  vital  to the  successful  implementation  of  this  Code.  All
employees  are required to cooperate in internal  investigations  of  misconduct
and/or unethical behavior.

In unique situations, our business activities might give rise to complex ethical
issues that are not easy to resolve.  When an employee is faced with a difficult
ethical  decision  or  whenever  he or she has doubts as to the right  course of
action in a particular  situation,  that  employee  should talk to a supervisor,
manager or the Chief Financial Officer.

Failure  to comply  with the  standards  outlined  in this  Code will  result in
disciplinary  action  including,  but  not  limited  to,  reprimands,  warnings,
probation or suspension without pay, demotions,  reductions in salary, discharge
and/or  restitution.  Certain violations of this Code may require the Company to
refer the matter to the appropriate  governmental or regulatory  authorities for
investigation or prosecution.  Moreover,  any supervisor who directs or approves
of any conduct in violation of this Code,  or who has  knowledge of such conduct
and does not immediately report it, also will be subject to disciplinary action,
up to and including discharge.

WAIVERS AND AMENDMENTS

Any waiver of this Code for executive  officers or directors may be made only by
the Board or a Board committee and will be promptly disclosed as required by law
or stock exchange  regulation.  This Code may be amended or modified at any time
by the Board of Directors.

CONCLUSION

This Code of  Business  Conduct  and  Ethics  contains  general  guidelines  for
conducting the business of the Company  consistent with the highest standards of
business  ethics.  If you have any  questions  about  these  guidelines,  please
contact the Chief Financial Officer or Compliance  Officer. We expect all of our
employees,  regardless  of their  level,  to  adhere  to these  standards.  Each
employee is separately responsible for his or her actions. Conduct that violates
the law or this Code  cannot be  justified  by  claiming  that it was ordered by
someone in  management.  If you engage in conduct  prohibited by the law or this
Code,  you will be deemed to have acted  outside  the scope of your  employment.
Such  conduct  will  subject  you to  disciplinary  action,  including  possibly
termination of employment.

THIS CODE AND MATTERS  CONTAINED HEREIN ARE NEITHER A CONTRACT OF EMPLOYMENT NOR
A  GUARANTEE  OF  CONTINUING  COMPANY  POLICY.  WE  RESERVE  THE RIGHT TO AMEND,
SUPPLEMENT OR DISCONTINUE THIS CODE AND THE MATTERS  ADDRESSED  HEREIN,  WITHOUT
PRIOR NOTICE, AT ANY TIME.

            ACKNOWLEDGMENT OF THE CODE OF BUSINESS CONDUCT AND ETHICS

As a condition of employment and continued  employment,  all employees are asked
to sign this Acknowledgment  Form.  Applicants are required to sign this form on
acceptance of an employment offer.

          I acknowledge  that I have read and  understand  the policy on Code of
Business Conduct and Ethics, and agree to comply with all stated policies.  I am
aware that violations of this policy may subject me to disciplinary  actions, up
to and including  discharge from  employment.  I am also aware that this Code of
Business Conduct and Ethics and matters  contained herein are neither a contract
of  employment  nor a guarantee of continuing  Company  policy.  United  Capital
and/or its subsidiaries  reserves the right to amend,  supplement or discontinue
its  policies  with regard to the Code of Business  Conduct and Ethics,  without
prior notice, at any time.

---------------------------------------
Employee Name (Please Print)

---------------------------------------
Employee Signature/Date
```