Exhibit 14.1










Code of Ethics and Business
Conduct





Policy





It is the
policy of the Company to provide our Code of Ethics and Business Conduct, which
will serve as a guide to proper business conduct for all employees. We expect
all employees to observe the highest standards of ethics and integrity in their
conduct. This means following a basic code of ethical behavior that includes the
following.





Build Trust and
Credibility





The
success of our business is dependent on the trust and confidence we earn from
our employees, customers and shareholders. We gain credibility by adhering to
our commitments, displaying honesty and integrity and reaching company goals
solely through honorable conduct.





When
considering any action, it is wise to ask: will this build trust and credibility
for Paneltech Products, Inc.(Paneltech)? Will it help create a working
environment in which Paneltech can succeed over the long term? Is the commitment
I am making one I can follow through with? The only way we will maximize trust
and credibility is by answering “yes” to those questions and by working every
day to build our trust and credibility.





Respect for the
Individual





We all
deserve to work in an environment where we are treated with dignity and respect.
Paneltech is committed to creating such an environment because it brings out the
full potential in each of us, which, in turn, contributes directly to our
business success.





Paneltech
is an equal employment/affirmative action employer and is committed to providing
a workplace that is free of discrimination of all types from abusive, offensive
or harassing behavior. Any employee who feels harassed or discriminated against
should report the incident to his or her manager or to the Human Resources
Department.





Create a Culture of Open and
Honest Communication





At
Paneltech everyone should feel comfortable to speak his or her mind,
particularly with respect to ethics concerns. Managers have a responsibility to
create an open and supportive environment where employees feel comfortable
raising such questions. We all benefit tremendously when employees exercise
their power to prevent mistakes or wrongdoing by asking the right questions at
the right times.





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Paneltech
will investigate all reported instances of questionable or unethical behavior.
In every instance where improper behavior is found to have occurred, the company
will take appropriate action. We will not tolerate retaliation against employees
who raise ethics concerns in good faith.





Set the Tone at the
Top





Management
has the added responsibility for demonstrating, through their actions, the
importance of this Code. In any business, ethical behavior does not simply
happen; it is the product of clear and direct communication of behavioral
expectations, modeled from the top and demonstrated by ultimately, our actions
are what matters.





To make
our Code work, managers must be responsible for promptly addressing ethical
questions or concerns raised by employees and for taking the appropriate steps
to deal with such issues. Managers should not consider employees’ ethics
concerns as threats or challenges to their authority, but rather as another
encouraged form of business communication. We want the ethics dialogue to become
a natural part of daily work.





Uphold the
Law





Our
commitment to integrity begins with complying with laws, rules and regulations
where we do business. Further, each of us must have an understanding of the
company policies, laws, rules and regulations that apply to our specific roles.
If we are unsure of whether a contemplated action is permitted by law or Company
policy, we should seek the advice from the resource expert. We are responsible
for preventing violations of law and for speaking up if we see possible
violations.





Competition





We are
dedicated to ethical, fair and vigorous competition. We will sell Paneltech
products and services based on their merit, superior quality, functionality and
competitive pricing. We will make independent pricing and marketing decisions
and will not improperly cooperate or coordinate our activities with our
competitors. We will not offer or solicit improper payments or gratuities in
connection with the purchase of goods or services for Paneltech or the sales of
its products or services, nor will we engage or assist in unlawful boycotts of
particular customers.





Proprietary
Information





It is
important that we respect the property rights of others. We will not acquire or
seek to acquire improper means of a competitor’s trade secrets or other
proprietary or confidential information. We will not engage in unauthorized use,
copying, distribution or alteration of software or other intellectual
property.





Selective
Disclosure





We will
not selectively disclose (whether in one-on-one or small discussions, meetings,
presentations, proposals or otherwise) any material nonpublic information with
respect to Paneltech, its business operations, plans, financial condition,
results of operations or any development plan. We should be particularly
vigilant when making presentations or proposals to customers to ensure that our
presentations do not contain material nonpublic information.





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Avoid Conflicts of
Interest





We must
avoid any relationship or activity that might impair, or even appear to impair,
our ability to make objective and fair decisions when performing our jobs. At
times, we may be faced with situations where the business actions we take on
behalf of Paneltech may conflict with our own personal or family interests
because of the course of action that is best for us personally may not also be
the best course of action for Paneltech. We owe a duty to Paneltech to advance
its legitimate interests when the opportunity to do so arises. We must never use
Paneltech property or information for personal gain or personally take for
ourselves any opportunity that is discovered through our position with
Paneltech


.


Determining
whether a conflict of interest exists is not always easy to do. Employees with a
conflict of interest question should seek advice from management. Before
engaging in any activity, transaction or relationship that might give rise to a
conflict of interest, employees must seek review from their managers or the
Human Resources department.





Accepting
Business Courtesies





Most
business courtesies offered to us in the course of our employment are offered
because of our positions at Paneltech. We should not feel any entitlement to
accept and keep a business courtesy. Although we may not use our position to
obtain business courtesies, and we must never ask for them, we may accept
unsolicited business courtesies. Employees who award contracts or who can
influence the allocation of business, who create specifications that result in
the placement of business or who participate in negotiation of contracts must be
particularly careful to avoid actions that create the appearance of favoritism
or that may adversely affect the company’s reputation for impartiality and fair
dealing. The prudent course is to refuse a courtesy from a supplier when
Paneltech is involved in choosing or reconfirming a supplier or under
circumstances that would create an impression that offering courtesies is the
way to obtain Paneltech business.





Meals,
Refreshments Entertainment and Gifts





We may
accept occasional meals, refreshments, entertainment, gifts and similar business
courtesies that are customary and conform to reasonable ethical practices of the
marketplace, provided that:





•
            They
      are not inappropriately lavish or
excessive.





•
            The
      courtesies are not frequent and do not reflect a pattern of frequent
      acceptance of courtesies from the same person or
  entity.





•
            The
      courtesy does not create the appearance of an attempt to influence
      business decisions, such as accepting courtesies or entertainment from a
      supplier whose contract is expiring in the near
  future.





•
            The
      employee accepting the business courtesy would not feel uncomfortable
      discussing the courtesy with his or her manager or co-worker or having the
      courtesies known by the public.





Customary
business entertainment is proper however, impropriety results when the value or
cost is such that it could be interpreted as affecting an otherwise objective
business decision.





Employees
with questions about accepting business courtesies should talk to their manager
or the Human Resources department.





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Offering
Business Courtesies





Any
employee who offers a business courtesy must assure that it cannot reasonably be
interpreted as an attempt to gain an unfair business advantage or otherwise
reflect negatively upon Paneltech. An employee may never use personal funds or
resources to do something that cannot be done with Company resources. Accounting
for business courtesies must be done in accordance with approved company
procedures.





Other
than to our government customers, for whom special rules apply, we may provide
non-monetary gifts (i.e., company logo apparel or similar promotional items) to
our customers. Further, management may approve other courtesies, including
meals, refreshments or entertainment of reasonable value, provided
that:





•
            The
      practice does not violate any law or regulation or the standards of
      conduct of the recipient’s
organization.





•
            The
      business courtesy is consistent with industry practice, is infrequent in
      nature and is not lavish.





•
            The
      business courtesy is properly reflected on the books and records of
      Paneltech.







Set Metrics and Report
Results Accurately





Accurate
Public Disclosures





We will
make certain that all disclosures made in financial reports are full, fair,
accurate, timely and understandable. This obligation applies to all employees,
including all financial executives, with any responsibility for the preparation
for such reports, including drafting, reviewing and signing or certifying the
information contained therein. No business goal of any kind is ever an excuse
for misrepresenting facts or falsifying records.





Employees
should inform the Vice President of Human Resources and Compliance if they learn
that information in any filing or public communication was untrue or misleading
at the time it was made or if subsequent information would affect a similar
future filing or public communication.





Corporate
Recordkeeping





We
create, retain and dispose of our company records as part of our normal course
of business in compliance with all Paneltech policies and guidelines, as well as
all regulatory and legal requirements.





All
corporate records must be true, accurate and complete, and company data must be
promptly and accurately entered in our books in accordance with Paneltech’s and
other applicable accounting principles.





We must
not improperly influence, manipulate or mislead any audit, nor interfere with
any auditor engaged to perform an independent audit of Paneltech books, records,
processes or internal controls.





4


Accountability





Each of
us is responsible for knowing and adhering to the values and standards set forth
in this Code and for raising questions if we are uncertain about company policy.
If we are concerned whether the standards are being met or are aware of
violations of the Code, we must contact the Human Resources department. We take
seriously the standards set forth in the Code, and violations are cause for
disciplinary action up to and including termination of employment.





Integral
to our business success is our protection of confidential company information,
as well as nonpublic information entrusted to us by employees, customers and
other business partners. Confidential and proprietary information includes such
things as pricing and financial data, customer names/addresses or nonpublic
information about other companies, including current or potential suppliers and
vendors. We will not disclose confidential and nonpublic information without a
valid business or legal purpose and proper authorization.





Use of Company
Resources





Company
resources, including time, material, equipment and information, are provided for
company business use. Nonetheless, occasional personal use is permissible as
long as it does not affect job performance or cause a disruption to the
workplace. Employees and those who represent Paneltech are trusted to behave
responsibly and use good judgment to conserve company resources. Managers are
responsible for the resources assigned to their departments and are empowered to
resolve issues concerning their proper use.





Generally,
we will not use company equipment such as computers, copiers and fax machines in
the conduct of an outside business or in support of any religious, political or
other outside daily activity. Solicitation of Company employees by non-employees
is prohibited at all times. Solicitation by an employee of another employee is
prohibited, while either the person doing the soliciting or the person be
solicited is on working time and or Company property. Distribution of materials
by employees in work areas or on working time is prohibited.





In order
to protect the interests of the Paneltech network and our fellow employees, we
reserve the right to monitor or review all data and information contained on an
employee’s company-issued computer or electronic device, the use of the Internet
or Paneltech’s intranet. We will not tolerate the use of company resources to
create, access, store, print, solicit or send any materials that are harassing,
threatening, abusive, sexually explicit or otherwise offensive or
inappropriate.





Compliance





Compliance
with these principles is an essential element in our business success. Our
Compliance Committee is responsible for ensuring these principles are
communicated to and understood and observed by all employees. Day to day
responsibility is delegated to all management members who are responsible for
implementing these principles, if necessary through more detailed
guidance.





Assurance
of compliance is monitored and reported each year. Compliance with the code is
subject to review by the board and subject to audit review. Employees are
expected to bring to managements attention any breach or suspected breach of
these principles. Provision has been made for employees to be able to report in
confidence.





From time
to time, employees will likely have questions as to how this Code of Ethics and
Business Conduct applies in particular situations. We expect all employees with
such questions to discuss the exact circumstances with our Vice President of
Human Resources and Compliance. Should the Vice President of Human Resources and
Compliance be uncertain on what actions should be taken to ensure compliance
with this Code of Ethics and Business Conduct, he/she will obtain further
guidance by consulting with the Compliance Committee.




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Code
of Ethics Applicable to Senior Executives








On March
9, 2010, the Board of Directors of Paneltech International Holdings, Inc.
adopted this Code of Ethics Applicable to Senior Executives as contemplated by
the Sarbanes-Oxley Act of 2002.  It is critical to the success of the
Company and in the best interests of its stockholders that its employees conduct
themselves honestly and ethically.  In particular, each senior
executive of the Company, including the Chief Executive Officer, the Chief
Financial Officer, the Senior VP of Strategic Planning, the PaperStone Marketing
Manager, and the General Manager are required to observe the highest standards
of ethical business conduct, including strict adherence to this Code of Ethics
Applicable to Senior executives (“this Code”) and the Company’s Code of Ethics
applicable to all employees, which the Code supplements.  Accordingly,
each Senior Executive must comply with the letter and spirit of the
following:





Each
Senior Executive will act at all times honestly and ethically, including the
ethical handling of actual or apparent conflicts of interest between personal
and professional relationships.  For purposes of this Code, the phrase
“actual or apparent conflict of interest” shall be broadly construed and
include, for example, direct conflicts, indirect conflicts, potential conflicts,
apparent conflicts and any other personal, business or professional relationship
or dealings that has a reasonable possibility of creating even the mere
appearance of impropriety.





Each
Senior Executive must ensure that all reasonable and necessary steps within his
or her areas of responsibility are taken to provide full, fair, accurate, timely
and understandable disclosure in reports and documents that the Company files
with or submits to the Securities and Exchange Commission or state regulators,
and in all other regulatory filings.  In addition, Senior Executives
must provide full, fair, accurate, and understandable information whenever
communicating with the Company’s stockholders of the general
public.





Each
Senior Executive must take all reasonable measures to protect the
confidentiality of non-public information about the Company, its business,
operations and customers obtained or created in connection with such Senior
Executive Officer’s activities and to prevent the unauthorized disclosure of any
such information, unless required by law, regulation or legal or regulatory
process.





All
Senior Executives must conduct Company business in compliance with all
applicable federal, state, foreign and local laws, rules and
regulations.







6
 
 Senior
Executives shall not directly or indirectly take any action to fraudulently
influence, coerce, manipulate or mislead the Company’s independent public
auditors for the purposes of rendering the financial statements of the company
misleading.
 It is
each Senior Executive’s responsibility to notify promptly the General Counsel or
Chairman of the Audit Committee of the Board of Director’s regarding any actual
or potential violation of this Code and/or any applicable securities or other
laws, rules or regulations by any Senior Executive or of the Company’s General
Code of Ethics by any employee.  Senior executives may choose to
remain anonymous in reporting any possible violation of this
Code.  All Senior Executives are responsible for ensuring that their
own conduct complies with this Code.





Anyone
who violates the provisions of this Code by engaging in unethical conduct,
failing to report conduct potentially violative of this Code or refusing to
participate in any investigation of such conduct, will be subject to
disciplinary actions, up to and including termination of service with the
Company.  Violations of this Code may also constitute violations of
law and may result in civil or criminal penalties for a Senior Executive of the
Company.





The Board
of Directors of the Company shall be responsible for the administration of this
Code and shall have the sole authority to amend this Code or grant waivers of
its provisions.  Waivers will be disclosed as required by the
Securities and Exchange Act of 1934 and the rules there under and the applicable
rules of the New York Stock Exchange.





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ACKNOWLEDGMENT





The
undersigned Senior Executive hereby acknowledges that the Executive has received
a copy of the Company’s Code of Ethics Applicable to Senior Executives and that
he or she has read and understood this Code in its entirety and agrees to abide
by it.  The Senior Executive further acknowledges that it is his or
her responsibility to seek clarification from the office of the Company’s
General Counsel if any application of the Code to a particular circumstance is
not clear.  The Senior Executive acknowledges that the Senior
Executive’s continued service with the Company requires the Senior Executive to
fully adhere to this Code and that failure to do so can result in disciplinary
action up to and including termination of the Senior Executive’s employment by
the Company.














Name





Date





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