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                                                                    EXHIBIT 14.1

                                 CODE OF ETHICS

   The Company's Code of Ethics is comprised of the following policies that are
   a part of the Company's Employee Handbook and Policy/Procedure Manual. In
addition, the Company maintains a Conflict of Interest Policy for its editorial
employees and contributors, which appears below.

I.  Code of Ethics

COMPLIANCE WITH               Each employee is required to comply with all
THE LAW                       applicable laws and regulations. Business demands
                              or pressures are not excuses for violating local,
                              state or federal law. Questions relative to the
                              legality of an action should be directed to that
                              employee's manager or the General Counsel.

                              The United States' anti-money-laundering laws
                              prohibit engaging in a financial transaction if
                              the person knows that the funds involved in the
                              transaction were derived from illegal activities.
                              If any employee believes that the other side in a
                              business transaction is engaged in any illegal
                              activity or is using proceeds derived from an
                              illegal activity, he or she must consult with the
                              General Counsel prior to proceeding.

                              Any employee involved in court or other similar
                              proceedings arising out of his or her employment
                              with the Company shall inform the General Counsel
                              of such proceedings and shall abide by the rules
                              of that forum, cooperate with the orders of that
                              forum, and not in any way commit perjury or
                              obstruction of justice.

AVOIDING CONFLICTS OF         Employees must have the best interests of the
INTERESTS                     Company in mind as they perform their duties.
                              Business decisions and actions must be based on
                              the best interests of the Company and must not be
                              motivated by personal considerations or
                              relationships. Relationships with prospective or
                              existing suppliers, contractors, customers,
                              competitors or regulators must not affect
                              employees' independent and sound judgment to the
                              detriment of the Company.

                              Below are some of the most common examples of
                              situations that may cause conflict of interest.
                              However, this list is not all-inclusive and
                              employees must disclose to management any
                              situation that may be a conflict of interest.
                              Every employee should disclose any situation in
                              doubt to his or her manager.

                              Outside employment:

                              -    Company employees may not work for or receive
                                   payments for services from any competitor,
                                   customer, distributor or supplier without
                                   approval of management. Any capacity outside
                                   of the Company must be separated from Company
                                   responsibilities and should not harm job
                                   performance at the Company. Skills and
                                   knowledge gained at the Company should remain
                                   intact and beneficial to the Company, not
                                   used in such a way that could hurt the
                                   Company's business.

                              Outside Director or Officer Positions:

                              -    Approval by the General Counsel is required
                                   when an employee serves as a director or
                                   officer for an outside company, government
                                   agency, non-profit or community organization.

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                              Family members and personal relationships:

                              -    No employee may do business on behalf of the
                                   Company with members of his or her family or
                                   personal friends, unless the transaction is
                                   disclosed in writing to the General Counsel,
                                   and is subsequently approved in writing.

                              Investment and Loans:

                              -    Employees cannot allow their investments to
                                   affect their better judgment to the detriment
                                   of the Company. This could happen in several
                                   ways, but conflict of interest issues are
                                   always at question when an employee has an
                                   investment in a competitor, supplier,
                                   distributor, contractor or customer. Without
                                   the prior written approval of the Company's
                                   Chief Executive Officer, an employee (or
                                   member of his or her immediate family) may
                                   not have any direct or indirect interest in
                                   an enterprise competing with the Company,
                                   except for indirect interests owned as a
                                   result of ownership of shares of widely held
                                   mutual funds, exchange-traded funds and other
                                   like investments over which the employee has
                                   no control. In addition, without the prior
                                   written approval of the Company's Chief
                                   Executive Officer, an employee (or member of
                                   his or her immediate family) may not have any
                                   direct or indirect interest (as owner,
                                   partner, shareholder, officer, director,
                                   employee, consultant, agent or otherwise) in
                                   any business entity that is doing business
                                   with the Company or any of its divisions,
                                   except for (a) indirect interests owned as a
                                   result of ownership of shares of widely held
                                   mutual funds, exchange-traded funds and other
                                   like investments over which the employee has
                                   no control and (b) through the ownership of
                                   less than 2% of a class of publicly traded
                                   securities the value of which constitutes
                                   less than 2% of the employee's net worth. A
                                   copy of any such approvals should be
                                   submitted to Human Resources. Any employee in
                                   any doubt about how an investment will be
                                   perceived should disclose such investment to
                                   the General Counsel.

                              -    No employee may directly or indirectly buy,
                                   or otherwise acquire rights to any property
                                   or materials, when such employee knows that
                                   the Company may be interested in pursuing
                                   such an opportunity and the information is
                                   not public.

                              -    Employees will not loan to nor borrow from
                                   individuals or concerns that do business with
                                   or compete with the Company, except
                                   transactions with banks and other financial
                                   institutions in accordance with normal
                                   business practices.

                              Gifts to or from Company employees:

                              -    Employees may not seek additional economic
                                   gain by virtue of their employment with
                                   Company. Giving or receiving anything of
                                   enough value to influence sound business
                                   judgment is prohibited. The item of value
                                   does not always have to be physical - it
                                   could be a service, favor or something else
                                   of perceived value to the recipient.

                              -    The Company will only do business legally and
                                   ethically. Company employees may not accept
                                   bribes, kickbacks or gratuities. To avoid the
                                   appearance of improper influence, no
                                   employee, or member of an employee's
                                   immediate family, should accept any gift of
                                   more than token value.
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                              -    Gifts and entertainment may only be provided
                                   to persons with whom the Company or the
                                   division has business dealings (or may be
                                   accepted by employees of the Company or its
                                   division) when they: (i) are consistent with
                                   locally accepted business practices; (ii) are
                                   so limited in value (i.e., of token value)
                                   that they could not be construed as an
                                   attempt to buy the recipient's favor or
                                   influence the recipient's conduct; and (iii)
                                   public disclosure would not embarrass the
                                   Company or the recipient. However, under no
                                   circumstances may any gifts be given to any
                                   government employee.

                              Entertainment:

                              -    Employees may accept entertainment which
                                   include representatives of both parties and
                                   which is reasonable in the advancement of
                                   Company interests. An example is accompanying
                                   a business associate to a sporting or
                                   cultural event, or business meal which would
                                   be acceptable in most cases as long as it is
                                   infrequent. Proper business judgment should
                                   be exercised when deciding to accept an
                                   invitation.

                              -    It could also be appropriate for the Company
                                   to provide the same value-to-business
                                   interest opportunities for our suppliers,
                                   contractors, distributors, and customers. If
                                   any employee should have a concern about
                                   whether providing entertainment is
                                   appropriate, he or she should discuss it with
                                   the General Counsel.

CONTRIBUTIONS:                Neither the Company nor its representatives may
POLITICAL,                    make political party or candidate contributions on
GOVERNMENTAL AND              behalf of the Company. Any such contributions with
NON-GOVERNMENTAL              Company funds require prior written approval from
                              the General Counsel. Unless authorized, employees
                              who participate in partisan political activities
                              should not suggest or state that they speak or act
                              for the Company. Offering anything of value,
                              directly or indirectly, to government officials in
                              connection with their governmental duties is
                              prohibited and includes gifts or other things of
                              value offered to their family members.



ACCURACY AND INTEGRITY        The Company requires honest and accurate recording
OF COMPANY RECORDS            and reporting of information in order to make
                              responsible business decisions. This information
                              includes data such as quality, safety, human
                              resources records, vouchers, bills, financial
                              data, expense reports and performance records. It
                              is essential that all records are accurate and
                              complete.

                              All financial books, records and accounts must
                              accurately reflect transactions and events, and
                              conform to generally accepted accounting
                              principles. False or misleading entries for both
                              the amount and purpose of transactions are
                              prohibited. No undisclosed or unrecorded fund or
                              obligation shall be established in any amount for
                              any purpose. When a payment is made, it can only
                              be used for the purpose spelled out on the
                              supporting document. Employees may not allow
                              transactions with a supplier, agent or customer to
                              be structured or recorded in a way that is not
                              consistent with normal business practice.

                              Employees are personally accountable for the
                              proper use of any form of Company funds such as
                              credit cards, tickets, cash and checks. Those who
                              authorize the use of funds must ensure that the
                              Company has received proper value in return. The
                              Company may be obligated to notify appropriate
                              authorities should funds be used for any improper
                              or illegal purpose and will take appropriate
                              disciplinary action in any event.

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CONFIDENTIAL OR               Protecting information about Company products,
PROPRIETARY                   activities, performance or plans is of utmost
INFORMATION                   importance in maintaining the Company's
                              competitive advantage and good reputation.
                              Employees must protect and keep safe all
                              proprietary information by marking it accordingly,
                              keeping it secured and prohibiting access to it
                              with the exception of those who have a need to
                              know in order to do their jobs. Confidential
                              information includes any information that is not
                              generally known to the public and is helpful to
                              the Company, or would be helpful to any third
                              party. It is written or unwritten information that
                              is proprietary to the Company which is in the
                              possession of the Company and which has not been
                              published or disclosed to the general public.
                              Should there be any question as to whether certain
                              information is confidential, employees should
                              consult their manager.

                              Employees may, in the course of their employment
                              at the Company, have access to confidential or
                              proprietary nonpublic information about another
                              company's products or finances, such as suppliers
                              and customers. This information may derive from a
                              review of a company's new products, from
                              investigative reporting, or otherwise as part of
                              some existing or potential business relationship.
                              It is the policy of the Company to honor any and
                              all arrangements of confidentiality, and such
                              information should be safeguarded with the same
                              diligence as Company-generated information. An
                              employee who breaches an approved agreement of
                              confidentiality will be subject to discipline up
                              to and including discharge.

                              The obligation to preserve the Company's
                              confidential information continues even after
                              employment ends. The Company requires
                              non-disclosure of proprietary Company, supplier or
                              customer information for a period of two years
                              following termination, for any reason. Upon the
                              severance of employment, all Company information,
                              in any media format, must be returned to the
                              Company.

                              Employees who have confidential information from
                              their former employers are expected to abide by
                              their obligation to keep such information
                              confidential according to the terms of the
                              agreement with such former employers, and the
                              Company shall not require or expect its employees
                              to use or disclose such information.

FAIR COMPETITION              Planning or acting together with any competitor to
                              fix prices or develop agreements about the means
                              of competition in any market is against Company
                              policy and in violation of antitrust laws.
                              Antitrust laws may also in some circumstances
                              prohibit agreements to boycott, to allocate
                              products, territories, or markets and to limit the
                              distribution or sale of products.

                              Employees must never use any illegal or unethical
                              means to gather competitive data. Stealing
                              proprietary information, possessing trade secrets
                              received without the owner's permission or
                              inducing such disclosures by past or present
                              employees of other companies is prohibited.

                              If any employee believes that he or she has
                              received confidential information about another
                              business by mistake, or has any questions on how
                              to legally gather information, the employee should
                              consult the General Counsel.

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II. Conflict of Interest Policy for Editorial Employees

Ziff Davis Media Inc. (together with its direct and indirect parents and
subsidiaries, "Ziff Davis") and its editorial employees share a common interest
in avoiding conflicts of interest or any appearance of such conflict. A
fundamental element in the success of the company's magazines and other
publications, both in print and online, has been a reputation for absolute
integrity in testing, evaluating and reporting on computing, video gaming and
technology products.

The credibility of the company, and its magazines and other publications,
depends entirely on journalistic integrity. As our prominence in the industry
gives great weight to our editorial voice, other parties such as advertisers,
editorial subjects and sources may seek to test our journalistic integrity. This
Conflict of Interest Policy for Editorial Employees is intended to help
editorial staff members avoid situations that threaten to compromise their
independence or that may be perceived as compromising their independence.

In the field of journalism, it is not enough to be incorruptible and honest. It
is equally important to conduct ourselves so that no one has grounds for even
suspecting than an employee misused his or her position with the company.

If after reading these guidelines, you believe a conflict of interest may exist,
please discuss the issue with your immediate supervisor. Disclosure of such a
conflict is required. It is possible that a simple discussion may be sufficient
to resolve the matter. After reading the policy and discussing any possible
conflicts, all editorial employees will be asked to sign it.

Because Ziff Davis considers the professional conduct of its editorial employees
to be of the utmost importance, willful or reckless violation of this agreement
may be grounds for dismissal.

This Conflict of Interest Policy for Editorial Employees shall be in addition
to, and not in lieu of, the policies contained in Ziff Davis's Employee Handbook
and Policy/Procedure Manual and any other policies that may be communicated by
Ziff Davis. Moreover, each policy herein or therein is independent; if activity
is not prohibited by a particular policy but is prohibited by a different
policy, the activity is prohibited. Although the policies contained herein
pertain to a wide variety of situations, they are not all-inclusive. The company
reserves the right, without prior notice, to amend or cancel any of the policies
contained herein.

In the event you have any questions concerning this policy, please feel free to
contact Ziff Davis's Editorial Director, Michael Miller, or the company's
General Counsel, Greg Barton.

1. ACCEPTING GIFTS

It is imperative that employees avoid actions that might provide grounds even
for suspicion that they are indebted to any company or group we cover. Such
indebtedness could arise through the acceptance of gifts, favors or other
services from them. Therefore, writers and editors on individual assignment, or
as members of a group attending a vendor-sponsored event principally for any
Ziff Davis publication or business, should pay their own way. They should not
accept lodging or travel; special discounts or gifts of more than nominal value,
or that exceed customary courtesies.

Gifts of nominal value are acceptable. Other gifts must be returned to the
sender or donated to appropriate third parties, such as educational
institutions, public libraries, learning centers, etc.

Employees should not accept special-price discounts on products or services from
vendors or from anyone associated with those vendors.

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2. INVESTMENT IN COMPANIES

Ziff Davis has a strict policy prohibiting financial conflicts of interest with
respect to its editorial employees. Each employee is expected to bend over
backward to avoid any action that might provide grounds for suspicion:

            ...that an employee made financial gains by acting on inside
information obtained through his or her position at Ziff Davis, before that
information was available to the public;

            ...that the writing of any news story, or testing of any product,
was influenced by a desire to affect a stock's price;

            ...that an employee is financially committed to the stock market so
deeply as to create biased reporting or product testing evaluations;

            ...that an employee is beholden to anyone in the financial community
for such things as stock tips, allocations of new issues, etc.

To avoid these circumstances, no employee should directly or indirectly invest
in, make a loan to or otherwise have a financial interest in any company engaged
in whole or significant part in the computing, video gaming, or technology
industries. If a member of the employee's immediate family directly or
indirectly invests in, makes a loan to or otherwise has a financial interest in
such a company, it may also constitute a conflict of interest and should be
reported to the employee's supervisor.

Employees and their family members may, however, invest in widely held mutual
funds, exchange-traded funds and other like investments over which the employee
has no control. If an employee has an investment in a company upon hiring, that
needs to be disclosed to the employee's manager immediately.

3. "INSIDE INFORMATION" AND UNPUBLISHED MATERIALS

Trading on the basis of material non-public information (commonly referred to as
"inside information") is a criminal offense, and will result in immediate
dismissal. Just as it is improper for a Ziff Davis employee to benefit from
inside information, so it is also improper for his or her friends, family or
news sources to profit. All material gleaned in the course of work for Ziff
Davis is deemed to be strictly the property of Ziff Davis. This includes
information on plans to run stories on particular companies or to run
advertising for particular companies. Such unpublished information and material
must never be disclosed to anyone outside the company, including friends,
relatives and outside news sources.

4. EDITORIAL LOANS AND EQUIPMENT

Early and intimate access to new technologies and products is often made
possible through editorial loan programs - - a common industry practice. Such
equipment should be kept for no longer than is necessary to test and evaluate
the product. Employees should not use loaned equipment as a substitute for
equipment provided by the company. All hardware loans from vendors should be
negotiated with a firm return date and accompanied by a written letter of
agreement. Generally, the maximum loan time should not exceed 90 days; longer
loan periods, such as those required for endurance testing, should be discussed
with a supervising editor. A copy of each loan agreement will be filed with the
Editor. Employees who receive hardware from vendors for evaluation in their
homes will be subject to these same rules.

Most vendors do not want evaluation software returned. If they do, employees
should set a return date no later than six months after receipt of the software.
Evaluation software should not be distributed beyond the offices of Ziff Davis
without vendor permission.

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5. PARTICIPATING IN OUTSIDE PROJECTS: PAID AND UNPAID

To avoid suspicion of indebtedness to any company or group we cover, employees
should refrain from accepting payment, employment or any other benefit from
companies or individuals we cover or who advertise in our magazines and other
publications. Nor should employees engage in, or have a financial interest in,
any private venture related to the computer business that either directly or
indirectly threatens their journalistic independence. Staff members should not
engage in any investment counseling, preparation of marketing materials or
pamphlets, or other services for which they receive consideration from any
company, group or individual we cover. Employees should not write for, nor
participate in, advertorials over which Ziff Davis has no editorial control. For
example, editors and reporters should refrain from performing freelance editing
for a vendor or public relations firm.

The same is true for non-profit involvements. While Ziff Davis encourages
community involvement and public service commitments by its staff, those
commitments should be far removed from any possible professional conflict.

6. FREELANCE WORK

Ziff Davis expects its full-time and part-time employees to devote their full
time (in the case of full-time employees) or applicable part time (in the case
of part-time employees) and efforts to Ziff Davis's business. In the event an
employee wishes to prepare books or articles for other publications ("freelance
work"), the employee is required to obtain the prior consent of his/her
supervisor, which consent may be given or denied as the supervisor determines in
his or her sole discretion. Employees should expect that a supervisor will not
approve freelance work for publication by competitors of Ziff Davis.

7. POLITICAL CONTRIBUTIONS AND ENDORSEMENTS OF CAUSES

Editorial staff members should avoid taking public positions on any political
issues relating to the computing, video gaming or technology businesses. Neither
should they sign commercial or political endorsements that may be viewed as
endorsements on behalf of Ziff Davis.

8. PUBLIC SPEAKING

Appropriate activities like public speaking and granting of interviews can
create a conflict if they are pursued so regularly, or in such a fashion, as to
identify an employee with a particular cause or group. Therefore, staff members
should not accept compensation, expenses or free transportation when speaking
before an industry group or association. If Ziff Davis considers the appearance
desirable, it will pay expenses. In addressing groups whose interests they
cover, staff members should be sensitive to avoid even the appearance of
allegiance or bias.

The appearance of a conflict could also arise when the setting for a speech
implies too close a relationship with a news source. For example, a staff member
should not participate in attending a small workshop at an executive retreat in
Maui. No speeches should be published without approval by Ziff Davis, to avoid
any impression of Ziff Davis endorsement.

9. RELATIONSHIP BETWEEN NEWS AND ADVERTISING

The concerns of the advertising departments of Ziff Davis should in no way
influence the gathering and reporting of news or the testing and evaluation of
products. This does not negate the need for on-going interaction with the vendor
community. Such communication facilitates our understanding of computing, video
gaming and technology products and the industry's understanding of our editorial
mission.

In general, we follow the guidelines of the American Society of Magazine Editors
and other professional organizations with respect to ad/edit interaction.