EXHIBIT 14.1

                         KNIGHTSBRIDGE FINE WINES, INC.

                       CODE OF BUSINESS CONDUCT AND ETHICS
                       -----------------------------------


Our  Company's  reputation  for honesty and integrity is the sum of the personal
reputations of our directors, officers and employees. To protect this reputation
and to promote compliance with laws, regulations and Company policies, the Board
of Directors has adopted this Code of Business Conduct and Ethics.  This Code is
only one aspect of our commitment. You must be familiar with and comply with all
Company policies.

This Code states the basic  standards  of ethics and conduct to which all of our
directors,  officers and  employees  are held.  These  standards are designed to
deter wrongdoing and promote honest and ethical conduct,  but will not cover all
situations.  There may be times  when the law or local  practice  restrict  your
conduct to a greater  extent than this Code. In these cases you must comply with
the law or local custom and practice, whichever is more restrictive.

Those  who  violate  the  standards  stated  in this  Code  will be  subject  to
disciplinary action.

    1. SCOPE
       -----
        You are subject to this Code if you are a director,  officer or employee
        of the Company or any of its subsidiaries (or controlled entities).

    2. HONEST AND ETHICAL CONDUCT
       --------------------------
        We as a Company require honest and ethical conduct from everyone subject
        to this Code. Each of you has a  responsibility  to all other directors,
        officers,  employees and to our Company itself,  to act responsibly,  in
        good faith and with  competence  and diligence.  You are  responsible to
        meet the Company's ethical and legal standards  without  misrepresenting
        material facts or allowing your independent  judgment to be subordinated
        or compromised.

    3. COMPLIANCE WITH LAWS, RULES AND REGULATIONS
       -------------------------------------------
        You are  required  to comply  with  both the  letter  and  spirit of all
        applicable  governmental  laws, rules and regulations.  Although you are
        not  expected  to know the  details of all  applicable  laws,  rules and
        regulations,  you are expected to seek advice from our Company's General
        Counsel  if you have a question  about any  applicable  laws,  rules and
        regulations or if you are unsure whether  certain  conduct is illegal or
        unethical.

    4. CONFLICT OF INTEREST
       --------------------
        You must  handle any  actual or  apparent  conflict  of  interest  in an
        ethical  manner.  Conflicts of interest are prohibited by Company policy
        and exist when a person's  private  interest  interferes in any way with
        the  interest of our  Company.  For  example,  taking  actions or having
        interests  that   interfere   with  your  ability  to  effectively   and
        objectively perform your work for our Company is a conflict of interest.
        Conflicts of interest may also arise if you receive, or a member of your
        family  receives,  an  improper  personal  benefit  as a result  of your
        position with the Company.

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        Company policy  prohibits  conflicts of interest except under guidelines
        approved by the Board of  Directors.  The following  standards  apply to
        common situations where potential conflicts of interest may arise.

                  A. GIFTS AND ENTERTAINMENT
                     -----------------------
                  Personal  gifts and  entertainment  offered by  persons  doing
                  business with our Company may be accepted, when offered in the
                  ordinary  and  normal  course  of the  business  relationship.
                  However,  the frequency and cost of any gifts or entertainment
                  may  not  be  so  excessive  that  your  ability  to  exercise
                  independent judgment on behalf of our Company is or may appear
                  to be  compromised.  Cash  in any  form is  inappropriate  and
                  should not be accepted.

                  B. FINANCIAL INTERESTS IN OTHER ORGANIZATIONS
                     ------------------------------------------
                  The determination  whether any outside  investment,  financial
                  arrangement  or other  interest  in  another  organization  is
                  improper depends on the facts and  circumstances of each case.
                  Your ownership of an interest in another  organization  may be
                  inappropriate  if  the  other   organization  has  a  material
                  business  relationship with, or is a direct competitor of, our
                  Company  and your  financial  interest  is of such a size that
                  your ability to exercise independent judgment on behalf of our
                  Company is or may appear to be compromised. As a general rule,
                  a passive  investment would not likely be considered  improper
                  if it: (1) is in publicly  traded shares;  (2) represents less
                  than  1% of the  outstanding  equity  of the  organization  in
                  question;  and (3) represents  less than 5% of your net worth.
                  Other  interests  also may not be  improper,  depending on the
                  circumstances.

                  C. OUTSIDE BUSINESS ACTIVITIES
                     ---------------------------
                  The  determination of whether any outside position an employee
                  may  hold  is   improper   will   depend   on  the  facts  and
                  circumstances   of  each  case.  Your   involvement  in  trade
                  associations,   professional  societies,  and  charitable  and
                  similar organizations will not normally be viewed as improper.
                  However,  if those  activities are likely to take  substantial
                  time from or otherwise conflict with your  responsibilities to
                  our  Company,  you  should  obtain  prior  approval  from your
                  supervisor and the Human Resources  Department.  Other outside
                  associations  or  activities  in which you may be involved are
                  likely to be viewed improper only if they would interfere with
                  your  ability  to devote  proper  time and  attention  to your
                  responsibilities to our Company or if your involvement is with
                  another  Company  with  which our  Company  does  business  or
                  competes.  For a director,  employment or  affiliation  with a
                  Company with which our Company does  business or competes must
                  be fully  disclosed to our  Company's  Board of Directors  and
                  must satisfy any other  standards  established  by  applicable
                  law,  rule  (including  rules of a stock  exchange,  quotation
                  system, OTC Bulletin Board or "pink sheets") or regulation and
                  any other corporate governance guidelines that our Company may
                  establish.



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    5. CORPORATE OPPORTUNITIES
       -----------------------
        You are prohibited  from  personally  utilizing a corporate  opportunity
        unless the Board of Directors  has declined to pursue that  opportunity.
        You  may  not use  corporate  property,  information,  or  position  for
        personal  gain,  or to compete with our  Company.  You owe a duty to our
        Company to advance its legitimate  interests whenever the opportunity to
        do so arises.

    6. FAIR DEALING
       ------------
        You  should  endeavor  to deal  fairly  with  our  Company's  suppliers,
        customers,  competitors  and  employees and with other persons with whom
        our  Company  does  business.  You should not take unfair  advantage  of
        anyone   through   manipulation,   concealment,   abuse  of   privileged
        information,   misrepresentation   of  material   facts,  or  any  other
        unfair-dealing practice.

    7. PUBLIC DISCLOSURES
       ------------------
        It is our Company's policy to provide full, fair, accurate,  timely, and
        understandable  disclosure  in all  reports and  documents  that we file
        with, or submit to, the  Securities  and Exchange  Commission and in all
        other public communications made by our Company.

    8. CONFIDENTIALITY
       ---------------
        You should maintain the confidentiality of all confidential  information
        entrusted to you by our Company or by persons with whom the Company does
        business,  except when  disclosure is  authorized  or legally  mandated.
        Confidential  information includes all non-public information that might
        be used by our  competitors,  or harmful to, our Company or persons with
        whom our Company does business, if disclosed.

    9. INSIDER TRADING
       ---------------
        If you have access to material,  non-public  information  concerning our
        Company,  you are not  permitted  to use or share that  information  for
        stock  trading  purposes  or any  purpose  other  than  to  conduct  our
        Company's business.  The prohibition on insider trading applies not only
        to our Company's  securities,  but also to securities of other companies
        if you learn of material,  non-public  information about these companies
        in the  course  of  your  duties  to the  Company.  Violations  of  this
        prohibition  against  "insider  trading"  may subject you to criminal or
        civil liability, in addition to disciplinary action by our Company.


    10. PROTECTION AND PROPER USE OF COMPANY ASSETS
        -------------------------------------------
        You are  responsible  to protect our Company's  assets and promote their
        efficient use. Theft, carelessness and waste have a direct impact on the
        profitability  of the Company.  Employees  are  obligated to protect the
        Company's  assets   including   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 marketing  ideas,  designs,  databases,
        records,  salary  information  and any  unpublished  financial  data and
        reports.  Unauthorized  use or  distribution  of this  information  is a



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        violation  of Company  policy  and could  also be illegal  and result in
        civil or criminal penalties.

    11. INTERPRETATIONS AND WAIVERS OF THE CODE OF BUSINESS CONDUCT AND ETHICS
        ----------------------------------------------------------------------
        If you are unsure  whether a  particular  activity  or  relationship  is
        improper  under this Code or requires a waiver of this Code,  you should
        disclose it to our Company's General Counsel, Chief Executive Officer or
        President  (or the Board of  Directors  or Audit  Committee if you are a
        director),  who will first make a determination whether a waiver of this
        Code is  required  and  second,  if  required,  whether a waiver will be
        granted. You may be required to agree to conditions before a waiver or a
        continuing  waiver is granted.  However,  any waiver of this Code for an
        executive officer or director may only be made by the Company's Board of
        Directors (or the  Nominating  Committee of the Board of Directors)  and
        will  promptly be disclosed to the extent  required by  applicable  law,
        rule  (including any rule of a stock  exchange,  quotation  system,  OTC
        Bulletin Board or "pink sheets") or regulation.

    12. REPORTING ANY ILLEGAL OR UNETHICAL BEHAVIOR
        -------------------------------------------
        Any  employee,  including  any  supervisor,  who  receives  a report  of
        unethical or illegal behavior from a subordinate, should promptly report
        such violation of applicable laws, rules,  regulations or this Code to a
        superior,  our Company's  General  Counsel,  Chief Executive  Officer or
        President  (or the Board of  Directors  or Audit  Committee if you are a
        director).  Any report or allegation of a violation of applicable  laws,
        rules,  regulations  or this  Code  need not be  signed  and may be sent
        anonymously.  All reports of  violations of this Code,  including  those
        sent  anonymously,  will be  promptly  investigated  and, if found to be
        credible and accurate,  acted upon in a timely manner.  If any report of
        wrongdoing relates to accounting or financial  reporting  matters,  such
        report must be provided to a superior,  our Company's  General  Counsel,
        Chief Executive Officer or President (or the Board of Directors or Audit
        Committee  if you are a  director).  It is the  Company's  policy not to
        allow actual or threatened retaliation, harassment or discrimination due
        to  reports of  misconduct  by others  made in good faith by  employees.
        Employees  are  required  to  cooperate  in internal  investigations  of
        misconduct.

    13. COMPLIANCE STANDARDS AND PROCEDURES
        -----------------------------------
        Our Company wants to promote ethical behavior.  This Code is intended as
        a  statement  of basic  principles  and  standards  and does not include
        specific  rules that apply to every  situation.  Its contents have to be
        viewed within the framework of our Company's other policies,  practices,
        instructions  and  requirements  of the law. This Code is in addition to
        other  policies,  practices or  instructions of our Company that must be
        observed. Moreover, the absence of a specific corporate policy, practice
        or instruction  covering a particular  situation does not relieve you of
        the   responsibility   for  exercising  the  highest  ethical  standards
        applicable to the circumstances.

        In some  situations,  it is difficult to know right from wrong.  Because
        this Code does not anticipate  every  situation  that will arise,  it is
        important  that each of you  approach  a new  question  or  problem in a
        deliberate fashion:



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            (a) Determine if you know all the facts.

            (b) Identify exactly what it is that concerns you.

            (c)  Discuss the problem  with a  supervisor  if you are a corporate
            employee or the Company's  General  Counsel if you are an officer or
            director.  The Human  Resources  Department  is always  available to
            discuss any ethical issues that you may have.

            (d) Seek  guidance  before taking any action that you believe may be
            unethical or dishonest.

        You may also  submit any  questions  that you may have  relating  to the
        propriety of a situation in writing to our  Company's  General  Counsel,
        who will  review the  situation  and  provide  you with advice as to the
        course of action that you should take.  If your  concern  relates to the
        Company's General Counsel, you may submit your concern in writing to the
        Chief Executive Officer or President of the Company. The mailing address
        for each of these individuals is included at the end of this Code.

        You will be governed by the following compliance standards:

            o   You are  personally  responsible  for your own  conduct  and for
                complying  with all  provisions  of the  Code  and for  properly
                reporting known or suspected violations;

            o   If you are a supervisor,  director or officer, you must use your
                best efforts to ensure that employees understand and comply with
                this Code;

            o   No one has the  authority  or right to  order,  request  or even
                influence  you to  violate  this Code or the law.  A request  or
                order  from  another  person  will  not be an  excuse  for  your
                violation of this Code;

            o   Any  attempt  by you to  induce  another  director,  officer  or
                employee of our Company to violate this Code, whether successful
                or  not,  is  itself  a  violation  of  this  Code  and may be a
                violation of law;

            o   Any  retaliation or threat of retaliation  against any director,
                officer or employee of our Company for  refusing to violate this
                Code,  or for reporting in good faith the violation or suspected
                violation  of this Code,  is itself a violation of this Code and
                may be a violation of law; and

            o   Our Company  expects that every reported  violation of this Code
                will be investigated.

Violation  of any of the  standards  contained  in this  Code,  or in any  other
policy,  practice or  instruction  of our  Company,  can result in  disciplinary



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actions,  including dismissal and civil or criminal action against the violator.
This Code  should not be  construed  as a contract  of  employment  and does not
change any person's status as an at-will employee.

This Code is for the benefit of our Company,  and no other person is entitled to
enforce this Code.  This Code does not, and should not be construed  to,  create
any private cause of action or remedy in any other person for a violation of the
Code.

The names, addresses,  telephone numbers, facsimile numbers and e-mail addresses
of the Chief Executive Officer, President and General Counsel of our Company are
set forth below:

General Counsel (outside):              Chief Executive Officer:  President:
<S>                                                                             <C>

Martin Eric Weisberg, Esq.              Mr. Joel Shapiro          Mr. Joel Shapiro
Jenkens & Gilchrist Parker Chapin LLP   One Kirkland Ranch Road   One Kirkland Ranch Road
The Chrysler Building                   Napa, California 94558    Napa, California 94558
405 Lexington Avenue                    (707) 254-9100            (707) 254-9100
New York, New York 10174                (707) 254-7258            (707) 254-7258
(212) 704-6050                          jshapiro@knightsbridge    jshapiro@knightsbridge
(212) 704-6157                          finewines.us              finewines.us
mweisberg@jenkens.com
</TABLE>











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STATEMENT OF ACKNOWLEDGMENT

You are being furnished two copies of this Code of Business  Conduct and Ethics.
To confirm that you have read and  understand it, please sign one copy below and
return it to Human Resources.

I have read and I understand and I will observe the requirements of this Code of
Business Conduct and Ethics of Knightsbridge Fine Wines, Inc.


                                   Name: ______________________________
                                                Print Above

                                   Signature: _________________________

                                   Date: ______________________________