Attached files

                                                                    Exhibit 14.1

                                 CODE OF ETHICS
                                       OF
                                 EARN-A-CAR INC.

     Earn-A-Car,  Inc. (the "Company") has adopted a code of ethics that applies
to its principal  executive  officer,  principal  financial  officer,  principal
accounting officer or controller,  or persons performing similar functions.  The
term `code of ethics' means written  standards that are  reasonably  designed to
deter wrongdoing and to promote:

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

     *    Full, fair, accurate, timely, and understandable disclosure in reports
          and  documents  that  the  issuer  files  with,  or  submits  to,  the
          Commission   or  other   regulatory   bodies,   and  in  other  public
          communications made by the issuer; and

     *    Compliance with applicable  governmental  laws, rules and regulations;
          and

     *    The prompt  internal  reporting of violations of the code to the board
          of directors or another appropriate person or persons; and

     *    Accountability for adherence to the code.

THE FOLLOWING IS THE COMPANY'S CODE OF ETHICS:

We respect  the spirit and the letter of laws,  rules,  and  regulations  of the
United States and its various States,  as well as those of foreign  countries in
which we may operate.

We promise only what we expect to deliver,  make only  commitments  we intend to
keep, not knowingly mislead others, and not participate in or condone corrupt or
unacceptable business practices.

We will  not  receive  or  accept  for  our  own  benefit,  either  directly  or
indirectly, any commission, rebate, discount, gratuity or profit from any person
having or proposing to have business transactions with the Company,  without the
prior approval of the Board of Directors.

We comply  with the spirit and letter of  financial  and  regulatory  disclosure
obligations in our financial and business reports.

We  comply  with the  spirit  and the  letter  of  insider  trading  laws of the
countries within which we are operating.

We report fairly in accordance with Generally Accepted Accounting Principles.

We strive for full,  fair,  accurate,  timely and  understandable  disclosure in
reports and  documents  that we file with, or submit to,  Securities  regulatory
agencies and in other public communications made by us