**EXHIBIT
      14.1**





**CoSine
      Communications**








**CODE
      OF BUSINESS CONDUCT AND ETHICS**








**TABLE
      OF CONTENTS**





Page1.
            Introduction
            22.
            Compliance
                with Laws, Rules and Regulations
            23.
            Conflicts
                of Interest
            24.
            Insider
                Trading
            35.
            Corporate
                Opportunities
            36.
            Competition
                and Fair Dealing
            37.
            Gifts
            48.
            Equal
                Employment Opportunity Policy
            49.
            Record-Keeping
            410.
            Confidentiality
            411.
            Protection
                and Proper Use of Company Assets
            512.
            Public
                Disclosure
            513.
            Waivers
                and Amendments of the Code of Business Conduct and Ethics
            514.
            Reporting
                any Illegal or Unethical Behavior
            515.
            Duty
                to Report Questionable Accounting or Auditing Matters
            616.
            Protection
                for Persons Reporting Questionable Behavior
            617.
            Whistleblower
                Protection
            718.
            Investigations
                and Discipline
            719.
            Public
                Filing
            8









**CoSine
      Communications**


**CODE
      OF BUSINESS CONDUCT AND ETHICS**




1.
            Introduction




*This
      Code of Business Conduct and Ethics (the “* ***Code*** *”)
      of
      CoSine Communications (the “* ***Company*** *”)
      covers a wide range of business practices and procedures. It does not cover
      every issue that may arise, but it sets out policies to guide all employees,
      officers and directors of the Company (“* ***Company
      Persons*** *”
or
      individually, a “* ***Company
      Person*** *”).
      All Company Persons must conduct themselves according to these policies and
      seek
      to avoid even the appearance of improper behavior.*





**Those
      who violate the policies in this Code will be subject to disciplinary action,
      up
      to and including a discharge from the Company and, where appropriate, civil
      liability and criminal prosecution.** ***If
      you are in (i) a situation that you believe may violate or lead to a violation
      of this Code or (ii) a questionable situation regarding the Company’s accounting
      or auditing matters, follow the policies described in Sections*** ***14*** ***and 15, respectively, of this Cod*** **e.**





*Nothing
      in this Code, in any Company policies or procedures, or in other related
      communications (verbal or written), creates or implies a contract of employment
      for a definite or indefinite term.*





*For
      purposes of Section 406 of the Sarbanes-Oxley Act of 2002 and the rules
      promulgated thereunder, the Code shall also be the Company’s code of ethics for
      senior financial officers and the chief executive officer (“* ***Senior
      Officers*** *”).*




2.
            Compliance
                with Laws, Rules and
                Regulations




Obeying
      the law, both in letter and in spirit, is one of the foundations on which this
      Company’s ethical policies are built. All Company Persons must respect and obey
      the laws of the cities, states and countries in which we operate. Although
      not
      all Company Persons are expected to know the details of these laws, it is
      important to know enough to determine when to seek advice from supervisors,
      managers, or other appropriate personnel.




3.
            Conflicts
                of Interest




The
      Company respects the rights of Company Persons to manage their personal affairs
      and investments and does not wish to intrude upon their personal lives. At
      the
      same time, Company Persons must act in the best interests of the Company and
      avoid situations that present a potential or actual conflict between their
      interests and the interests of the Company.





A
      “ **conflict
      of interest** ”
exists
      when a person’s private interest interferes in any way with the interests of the
      Company. A conflict situation can arise when a Company Person takes actions
      or
      has interests that may make it difficult to perform his or her Company work
      objectively and effectively. Conflicts of interest also arise when a Company
      Person or members of his or her family, receive improper personal benefits
      as a
      result of his or her position in or with the Company. Loans to, or guarantees
      of
      obligations of, Company Persons or their family members also create conflicts
      of
      interest.


2




Conflicts
      of interest are generally prohibited as a matter of Company policy. Exceptions
      may only be made after review and approval of specific or general categories
      by
      the Board of Directors of the Company (the “ **Board
      of Directors** ”).
      Conflicts of interest may not always be clear-cut, so if you have a question,
      you should consult with your supervisor or the Company’s President and Chief
      Executive Officer. Any Company Person who becomes aware of a conflict or
      potential conflict should bring it to the attention of a supervisor, manager
      or
      other appropriate personnel or consult the policies described in Sections 14 and 15
      of this Code.





A
      conflict of interest may also occur when Company Persons are engaged in a
      business or business activity that is in competition with or injurious to the
      Company. Directors and officers should consult with the President and Chief
      Executive Officer of the Company before engaging in any such business. An
      employee should consult with an appropriate supervisor or the Company’s
      President and Chief Executive Officer before engaging in any business or
      business activity.




4.
            InsiderTrading




Company
      Persons who have access to confidential or non-public information about the
      Company are not permitted to use or share that information for any purpose
      except the conduct of Company business. In particular, Company Persons are
      prohibited from using or disclosing any confidential or non-public information
      for stock trading purposes. To use non-public information for personal financial
      benefit or to “tip” others who might make an investment decision on the basis of
      this information is not only unethical but also illegal. Employees are expected
      to understand and comply with the Company’s Insider Trading Policy, which
      contains more detailed policies and rules relating to transactions in the
      Company’s securities. If you have any questions, please consult the Company’s
      Insider Trading Policy or the Compliance Officer named in the Insider Trading
      Policy immediately. The Company’s Insider Trading Policy is not a part of this
      Code.




5.
            Corporate
                Opportunities




Company
      Persons owe a duty to the Company to advance the Company’s legitimate business
      interests when the opportunity to do so arises. Company Persons are prohibited
      from taking for themselves personally opportunities that are discovered through
      the use of corporate property, information, or position. No Company Person
      may
      use corporate property, information, or position for improper personal gain,
      and
      no Company Person may compete with the Company directly or indirectly. Company
      Persons owe a duty to the Company to advance its legitimate interests when
      the
      opportunity to do so arises.




6.
            Competition
                and Fair Dealing




The
      Company seeks to outperform its competitors fairly and honestly. The Company
      seeks competitive advantages through superior performance, never through
      unethical or illegal business practices. Company Persons should endeavor to
      respect the rights of and deal fairly with the Company’s customers, suppliers,
      competitors and employees. No Company Person should take unfair advantage of
      anyone through manipulation, concealment, abuse of privileged information,
      misrepresentation of material facts, or any other intentional unfair-dealing
      practice.


3




7.
            Gifts




The
      receipt or giving of gifts or favors may be seen as an improper inducement
      to
      grant some concession in return to the donor. The Company wants its customers,
      collaborators, vendors, and suppliers to understand that their business
      relationship with the Company is based completely on each other’s respective
      competitive abilities to meet business needs.





The
      giving or receiving of a business gift by a Company Person may present a
      conflict of interest and in some cases may be prohibited by law or regulation.
      Company Persons may not give to, or accept from, customers or suppliers (or
      potential customers or potential suppliers) gifts or entertainment other than
      those of nominal value, such as meals, calendars, flowers, fruit, candy, books,
      and advertising novelties. All gifts and entertainment, other than those of
      nominal value, must be disclosed to the President and Chief Executive Officer.
      The Company will keep written reports of such disclosures. Such a reporting,
      reviewing, and record-keeping system should serve to prevent an unintended
      breach of trust and should enable the Company to better protect itself from
      acts
      of self-dealing at the expense of the Company.




8.
            EqualEmploymentOpportunityPolicy




The
      Company is committed to providing equal employment opportunity to all qualified
      persons without regard to any impermissible criterion or circumstance. This
      policy applies to all terms and conditions of employment and in regard to any
      other matter that affects in any way the working environment of the employee.
      The Company does not tolerate or condone any type of discrimination prohibited
      by law, including harassment.





If
      you
      have any questions, please consult the Company’s Equal Employment Opportunity
      and Affirmative Action Policy or the Compliance Officer named in the Equal
      Employment Opportunity Policy immediately. **** The
      Company’s Equal Employment Opportunity and Affirmative Action Policy is not a
      part of this Code.




9.
            Record-Keeping




The
      Company requires honest, accurate, and prompt recording and reporting of
      information in order to make responsible business decisions and to provide
      full,
      fair, accurate, and timely disclosure. All of the Company’s books, records,
      accounts, and financial statements must be maintained in reasonable detail,
      must
      appropriately reflect the Company’s transactions, and must conform both to
      applicable legal and accounting requirements and to the Company’s system of
      internal controls. The accurate and timely reporting of the Company’s financial
      results and financial condition requires that all financial information be
      recorded promptly and accurately, and that the Company’s systems for recording
      and reporting that information be properly functioning and subject to regular
      and thorough evaluations. **** All
      information you record or report on behalf of the Company—whether for the
      Company’s purposes or for use by third parties—must be done honestly and
      accurately. Providing false or misleading information in connection with any
      aspect of the Company’s business or operations will not be
      tolerated.


4




10.
            Confidentiality




In
      carrying out the Company’s business, Company Persons often learn confidential or
      proprietary information about the Company, its customers, prospective customers,
      or other third parties. Company Persons must maintain the confidentiality of
      all
      information so entrusted to them, except when disclosure is authorized or
      legally mandated. Confidential or proprietary information includes, among other
      things, any non-public information concerning the Company, including its
      businesses, financial performance, pricing information, results or prospects,
      and any non-public information provided by a third party with the expectation
      that the information will be kept confidential and used solely for the business
      purpose for which it was conveyed.




11.
            Protection
                and Proper Use of Company
                Assets




Company
      Persons should endeavor to protect the Company’s assets and ensure their
      efficient use. Theft, carelessness, and waste have a direct impact on the
      Company’s profitability. All Company assets should be used for legitimate
      business purposes only. Any suspected incident of fraud or theft should be
      immediately reported for investigation. Company equipment should not be used
      for
      non-Company business, though incidental personal use may be
      permitted.




12.
            Public
                Disclosure




All
      disclosure in reports and public documents that the Company files with, or
      submits to, the Securities and Exchange Commission (“ **SEC** ”)
      and in
      other public communications made by the Company shall be full, fair, accurate,
      timely, and understandable. All Company Persons who are involved in the
      Company’s disclosure process, including Senior Officers, are responsible for
      acting in furtherance of this policy. In particular, these individuals are
      required to maintain familiarity with the disclosure requirements applicable
      to
      the Company and are prohibited from knowingly misrepresenting, omitting, or
      causing others to misrepresent or omit, material facts about the Company to
      others, within or outside the Company, including the Company’s independent
      auditors. In addition, any Company Person who has a supervisory role in the
      Company’s disclosure process has an obligation to discharge his or her
      responsibilities diligently.




13.
            Waivers
                and Amendments of the Code of Business Conduct and
                Ethics




Any
      waiver of this Code for executive officers or directors may be made only by
      the
      Board of Directors and will be promptly disclosed as required by law or
      regulation.





Any
      amendment to a provision of the Code that applies to the Senior Officers will
      be
      disclosed in accordance with the applicable requirements of the SEC.




14.
            Reporting
                any Illegal or Unethical
                Behavior




If
      you
      believe that actions have taken place, may be taking place or may be about
      to
      take place that violate or would violate this Code, you must bring the matter
      to
      the attention of the Company. You are encouraged to talk to supervisors,
      executive officers, or other appropriate personnel about observed illegal or
      unethical behavior and when in doubt about the best course of action in a
      particular situation. Any supervisor or manager who receives a report of a
      potential violation of this Code must report it immediately to the Company’s
      legal counsel.


5





You
      may
      communicate any violations of this Code either anonymously or by name to the
      Company’s legal counsel by any of the following methods:





·
            In
                writing by U.S. mail addressed to the office of the Company’s legal
                counsel:




Collette
      Erickson Farmer & O’Neill LLP


Attention:
      Andy Pontious


235
      Pine
      Street, Suite 1300, San Francisco, CA 94104




·
            By
                e-mail to the Company’s legal counsel:apontious@collette.com




·
            By
                calling the Company’s legal counsel: (415)
                788-4646





The
      Company would prefer you identify yourself to facilitate its investigation
      of
      any report. However, you may choose to remain anonymous. The Company will use
      reasonable efforts to protect the identity of any person who reports potential
      misconduct and any retaliation for reports of misconduct by others made in
      good
      faith will not be tolerated. See “Section 16. Protection for Persons Reporting
      Questionable Behavior”.





Any
      use
      of these reporting procedures in bad faith or in a false or frivolous manner
      will be considered a violation of this Code.




15.
            Duty
                to Report Questionable Accounting or Auditing
                Matters




All
      Company Persons are responsible for reporting to the Company any questionable
      situation regarding the Company’s accounting, internal accounting controls, or
      auditing matters, or a concern regarding questionable accounting or auditing
      matters that come to their attention. Any person may report such a complaint
      or
      concern to the Company’s legal counsel by using any of the methods described in
      section 14. The Company’s legal counsel is required to forward all such
      complaints to the Board of Directors.





If
      a
      complaint regarding accounting, internal accounting controls, or auditing
      matters is brought to the attention of an executive officer of the Company,
      either by an employee or a third party outside of the confidential and anonymous
      submission process, the executive officer is required to report the complaint
      directly to the Board of Directors. If a complaint regarding accounting,
      internal accounting controls or auditing matters is brought to the attention
      of
      a non-executive employee of the Company, such employee may either
      (i) report such complaint directly to his or her supervisor or
      (ii) submit the complaint to the President and Chief Executive Officer or
      the Company’s legal counsel.





All
      reports submitted by employees of the Company regarding questionable accounting
      or auditing matters will be treated to the extent possible, as confidential.





Questions
      concerning these procedures may be directed to the Company’s President and Chief
      Executive Officer or the Company’s legal counsel.




16.
            Protection
                for Persons Reporting Questionable
                Behavior




Our
      commitment to promoting the highest ethical standards includes a responsibility
      to foster an environment that allows Company Persons to report violations *without
      the fear of retaliation or retribution.* You
      will
      not be disciplined, lose your job, or be retaliated against in any other way
      for
      asking questions or voicing concerns about our legal or ethical obligations,
      as
      long as you are acting in good faith. “Good faith” does not mean that you have
      to be right—but it does mean that you believe that you are providing truthful
      information. The important thing is that you bring your question or concern
      to
      the Company’s attention through one of the available channels.


6





Company
      Persons must never be discouraged from using any available channel within the
      organization. Even simple questioning of a person reporting a violation can
      lead
      to unintentional retaliation, as it may make that person feel that he or she
      did
      something wrong by choosing one method over another. Any person reporting a
      violation under this Code or questionable accounting or auditing matters must
      be
      able to choose whichever method they are most comfortable with to communicate
      their concern to the Company.





Any
      Company Person who retaliates against another Company Person for reporting
      known
      or suspected violations of our legal or ethical obligations will be in violation
      of the Code ** and
      subject to disciplinary action, up to and including dismissal. Retaliation
      may
      also be a violation of the law, and as such, could subject both the individual
      offender and the Company to legal liability.





Additional
      questions about retaliation should be addressed to the Company’s President and
      Chief Executive Officer.




17.
            Whistleblower
                Protection




It
      is the
      policy of the Company to encourage employees to notify an appropriate government
      or law enforcement agency when they have reason to believe the Company is
      violating a state or federal statute, or violating or not complying with a
      state
      or federal rule or regulation.





Employees
      are protected pursuant to California Labor Code Section 1102.5.





If
      an
      employee has information regarding possible violations of state or federal
      statutes, rules or regulations, or violations of fiduciary responsibility by
      the
      Company to its shareholders, investors, or employees, the employee should call
      the California State Attorney General’s Whistleblower Hotline at 1-800-952-5225.
      The Attorney General will refer the call to the appropriate government authority
      for review and investigation.




18.
            Investigations
                and Discipline




The
      responsibility for administering the Code, investigating alleged violations
      and
      determining corrective and disciplinary action rests with various groups within
      the Company. The Board of Directors is responsible for maintaining and updating
      the Code depending on the circumstances, in some cases senior managers and
      other
      officers will be involved to consider and determine the appropriate corrective
      or disciplinary action. Code violations and the corrective actions will be
      reported to the Board of Directors. In some cases, the Board of Directors will
      be responsible for conducting the investigation and determining the actions
      to
      be taken.


7





The
      Company strives to impose discipline for each Code violation that fits the
      nature and particular facts of the violation. The Company generally will issue
      warnings or reprimands for less significant, first-time offenses. Violations
      of
      a more serious nature may result in an action such as suspension without pay,
      demotion, or reduction of compensation. Termination of employment generally
      is
      reserved for conduct such as theft or other violations amounting to a breach
      of
      trust, or for cases where a person has engaged in multiple violations.
      Terminations may also be appropriate for ethical violations if the Company
      Person has had appropriate training and consciously chose to pursue unethical
      behavior. Violations of the Code are not the only basis for disciplinary action.
      The Company has additional guidelines and procedures governing conduct, and
      violations of those guidelines and procedures may also result in corrective
      or
      disciplinary action.




19.
            Public
                Filing




This
      Code
      and any amendments to this Code shall be filed with the SEC as required by
      law
      or regulation and shall be distributed to and reviewed by all employees of
      the
      Company.







*  *  *  *  *





8





**CERTIFICATION**








I
      hereby
      acknowledge that I have read the Code of Business Conduct and Ethics of CoSine
      Communications, have become familiar with its contents and will comply with
      its
      terms. Any violations of which I am aware are noted below.








_________________________
              Name
                (please print)
              
              _________________________
              Signature
              
              _________________________
              Date





Please
      describe any violations, exceptions or comments below:





9