**Exhibit 14.1**

 

**Code of Business Conduct and Ethics**

 

The Securities andExchange Commission (SEC) and other governing bodies have recently implementedadditional controls and procedures for publicly reporting companies.  We have always prided ourselves on maintainingthe highest ethical standards and we have always had certain policies essentialto maintaining our high standards.  Webelieve that our employees are aware of our commitment to ethics, and that theyhave worked and will work hard to meet it. However, to formalize our commitment to certain critical policies citedby the SEC, our Board of Directors has adopted this Code of Business Conductand Ethics.  **This Code ofBusiness Conduct and Ethics does not summarize all our policies.**  You must also comply with our other policiesset out in our Employee Policies and Procedures Manual and elsewhere.

 

Please read thisstatement carefully and then sign it where indicated if you understandand agree to it.

 

1.     **COMPLYING WITH LAWS. **Eachof our employees should respect and comply with all applicable laws, rules andregulations of the U.S. and other countries, and the states, counties, citiesand other jurisdictions in which we conduct business.  This is true even if your supervisor oranyone in management has directed you otherwise.  **If you are ever unsureabout the legal course of action, please immediately request assistance fromthe Controller, or the CEO, or any member of the Audit Committee of the Boardof Directors.**

 

The laws with which you must comply include “insidertrading laws’ relating to transactions in our stock.  Some of your specific responsibilities areset out in our Insider Trading Policy. Generally, you are not permitted to buy, sell or otherwise trade in oursecurities without specific permission from our Chief Executive Officer, andthen only during specified periods.  **Please carefully read our Insider Trading Policy in full and contactthe Controller, or the CEO, or any member of the Audit Committee if you havequestions about it.**

 

2.     **CONFIDENTIALITY.  You mustmaintain the confidentiality of all sensitive information entrusted to you**,including all non-public information whose disclosure might be of use to ourcompetitors, or harmful us or our customers. Some of your specific responsibilities are set out in ourConfidentiality and Trade Secrets Policy. **Please carefully read our Confidentiality andNon-Solicitation policy in full and contact the Controller, or the CEO, or anymember of the Audit Committee if you have questions about it**.

 

3.     **FOREIGN CORRUPT PRACTICES. **Underthe U.S. Foreign Corrupt Practices Act and our policies, **you arestrictly prohibited from giving anything of value, directly or indirectly, toforeign government officials or foreign political candidates in order to obtainor retain business**.  Inaddition, you are strictly prohibited from giving U.S. government officialsbusiness gratuities or gifts.  You shouldbe aware that the U.S. government can and has imposed criminal sanctions onindividuals and entities that have improperly given gifts to U.S. governmentpersonnel, and the promise, offer or delivery to an official or employee of theU.S. government of a gift or other gratuity would not only violate ourpolicies, but might also be a criminal offense. **Please contact the Controller, or the CEO, or anymember of the Audit Committee if you believe improper gifts have been, arebeing, or will be made by our employees or directors**.

 

4.     **FAIR DEALING. **We seekto outperform our competition fairly and honestly and seek competitiveadvantages through superior performance. **We do not use unethical or illegal businesspractices to compete.** Stealing proprietary information, possessing trade secret informationthat was obtained without the owner’s consent, or inducing such disclosures bypast or present employees of other companies is prohibited.  You should endeavor to deal fairly with ourcustomers, suppliers, competitors, officers and employees.  You should never take unfair advantage ofanyone through manipulation, concealment, abuse of privileged information,misrepresentation of material facts or any other unfair dealing practice.

 

5.     **PUBLIC COMPANY REPORTING. **Asa public company, our filings with the SEC must be accurate and timely.  Whether or not you are directly involved inthat process, you have several responsibilities:

 

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**•**      Dependingupon your position, you may be called upon to provide information to assurethat our public reports are complete, fair and understandable.  We expect you to take this responsibilityvery seriously and to provide prompt accurate and complete information that youare requested or required to provide related to our public disclosurerequirements.

**•**      Ourbooks, records, accounts and financial statements must be maintained inreasonable detail, must appropriately reflect our transactions and must conformboth to applicable legal requirements and to the Company’s system of internalcontrols.  Unrecorded or “off the books”funds or assets should not be maintained unless permitted by applicable law orregulation.  Additionally, records shouldalways be retained or destroyed according to our record retention policies.  In accordance with those policies, in theevent of litigation or governmental investigation please consult **the Controller, or the CEO, or any member of the Audit Committee**immediately.

**•**      Ourpublic reports should fairly and accurately reflect what is happening at ourcompany.  If you believe they do not, youhave a responsibility to bring your concerns to attention of the Controller,Chief Executive Officer, or any member of the Audit Committee.

 

Because of the importance of this issue, the AuditCommittee of our Board of Directors has adopted the following provision to itscharter, which is binding on everyone at Creative Computer Applications, Inc..:

 

“Every employee of orconsultant to the Company who has, or who hears expressed by another person,any concerns about the manner in which the Company’s financial statements orpublic reports are prepared, the sufficiency of its internal financialcontrols, the honesty or competence of its financial management or independentauditors or any other matter within the purview of the Audit Committee isdirected and strongly encouraged to report the matter promptly to any member ofthe Audit Committee.  The Audit Committeewill attempt to keep the name of the person reporting the potential issueconfidential to the extent requested by that person and not inconsistent withthe best interests of the Company.  TheAudit Committee will not tolerate retaliation against any person who reportspotential issues to the Audit Committee in good faith.”

 

Accordingly, if you have concerns regarding anyaccounting or auditing matters, you may (but are not required to)consult with your supervisor or any of our executive officers if you arecomfortable doing so.  But unless theissues are fully resolved to your satisfaction, or if you are not comfortablediscussing the matter with our management, **you are required to submityour concerns or complaints (anonymously, confidentially or otherwise) to anymember of the Audit Committee of our Board of Directors**.  This is true even if your supervisor oranyone in management has directed you not to do so.  You may direct your concerns to any member ofthe Audit Committee, or to our outside legal counsel.  Their numbers are listed below.  If you ask, we will keep your nameconfidential unless this would violate applicable law or our responsibilitiesto others.

 

6.     **CONFLICTS OF INTEREST. **Youshould avoid conflict of interests with the Company except under guidelinesapproved by our Board of Directors or a committee of our Board.  **If you become aware of aconflict of interest on the part of anyone at Creative Computer Applications,Inc., you must report it to the Controller or the CEO, or to any member of theAudit Committee of our Board of Directors**.

 

A “conflict of interest” exists whenever your privateinterests interfere or conflict in any way (or even appear to interfere or conflict)with our interests.  A conflict ofinterest can arise when you take actions or have interests that may make itdifficult to perform your work for us objectively and effectively.  Conflicts of interest may also arise whenyou, or members of your family, receives improper personal benefits as a resultof your position with us, regardless of from where those benefits are received.

 

Specifically, it is a conflict of interest for you ora member of your immediate family to work simultaneously for one of ourcompetitors, customers or suppliers, even as a consultant or board member, toreceive any form of compensation (including loans or “gifts”) from any personwith whom we are doing business or to own an undisclosed interest in anysupplier to us (other than an interest of less than 1% in a public company).

 

Similarly, you owe us a duty to advance our legitimateinterests when the opportunity to do so arises. You are prohibited from (a) taking for yourself personally opportunitiesthat properly belong to Creative Computer

 

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Applications, Inc. or are discovered through the useof our property, information or your position with us; (b) using corporateproperty, information or position for personal gain; and (c) competing with us.

 

Ordinarily, the best policy will be to avoid anydirect or indirect business connection with our customers, suppliers orcompetitors, except on our behalf. However, regardless of how “natural” or “innocent” a conflict may seem,you must report it and can proceed only if the relationship is approved inwriting.  **If you haveany questions about whether a situation is a conflict of interest, you shouldraise the issue with the Controller, the CEO, or any member of the AuditCommittee.**

 

**7.****     REPORTINGANY ILLEGAL OR UNETHICAL BEHAVIOR. **Ifyou ever think that anyone connected with the Company may have taken or isabout to take any illegal or unethical behavior, or otherwise violated thisCode, even if you are not sure, you should promptly bring the matter to theattention of your supervisor or other appropriate personnel.  If you do not believe that talking to yoursupervisor is appropriate or if it does not result in a response with which youare comfortable, then you should contact any of our executive officers or anymember of the Audit Committee of our Board of Directors.  You should not accept any direction by yoursupervisor, which contradicts these policies. **If you ask, we will keep your name confidentialunless this would violate applicable law or our responsibilities to others.**

 

**8.****     NORETALIATION.  We will not tolerateretaliation of any kind against any person who in good faith reports to uspotential issues relating to violations of law or this Code.**

 

This Code is a bindingand important legal document.  It canonly be amended, modified or waived by our Board of Directors or its authorizedcommittee, subject to the disclosure and other provisions of the SecuritiesExchange Act of 1934 and the applicable rules of the American Stock Exchange.  As we both agree that damages would be aninadequate remedy for Creative Computer Applications, Inc. in the event ofbreach or threatened breach of this policy and we may, either with or withoutpursuing any potential damage remedies, immediately obtain and enforce aninjunction prohibiting you from violating this Code of Business Conduct andEthics.

 

**If you are ever unsure aboutwhether some action would be consistent with this Code of Business Conduct andEthics, you agree to ask us.  Similarly,any time you encounter a situation and you are unsure what to do, you agree totell us and ask for help.**

 

Steven M. Besbeck, President and CEO

 

Lawrence S. Schmid, Chairman of the Audit Committee

 

Robert F. Fogerson Jr., Member of the Audit Committee

 

Norman R. Cohen, Member of the Audit Committee

 

Anahita Villafane, Controller of CCA

 

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