**Exhibit14.1**

 

**ARTEMISINTERNATIONAL SOLUTIONS CORPORAITON**

 

**CODEOF BUSINESS CONDUCT AND ETHICS POLICY**

**I.****                                        ****Purpose**

 

This Code of BusinessConduct and Ethics Policy (this “Code”) provides a general statement of theCompany’s expectations regarding the ethical standards that each director,officer and employee should adhere to while acting on behalf of the Company.Each director, officer and employee is expected to read and become familiarwith the ethical standards described in this Code and may be required, fromtime to time, to affirm his or her agreement to adhere to such standards bysigning the Compliance Certificate that appears at the end of this Code.

 

**II.****                                    ****Administration**

 

The Company’s Board ofDirectors and its Audit Committee is responsible for setting the standards ofbusiness conduct contained in this Code and updating these standards as itdeems appropriate to reflect changes in the legal and regulatory frameworkapplicable to the Company, the business practices within the Company’sindustry, the Company’s own business practices, and the prevailing ethicalstandards of the communities in which the Company operates.  While the Company’s General Counsel willoversee the procedures designed to implement this Code to ensure that they areoperating effectively, it is the individual responsibility of each director,officer and employee of the Company to comply with this Code.

 

**III.****                                ****Compliance with Laws,Rules and Regulations**

 

The Company will complywith all laws and governmental regulations that are applicable to the Company’sactivities, and expects that all directors, officers and employees acting onbehalf of the Company will obey such laws and regulations. Specifically, theCompany is committed to:

 

•                                          maintaining a safe and healthy work environment;

 

•                                          promoting a workplace that is free from discriminationor harassment based on race, color, religion, sex or other factors that areunrelated to the Company’s business interests;

 

•                                          supporting fair competition and laws prohibitingrestraints of trade and other unfair trade practices;

 

•                                          conducting its activities in full compliance with allapplicable environmental laws;

 

•                                          keeping the political activities of the Company’sdirectors, officers and employees separate from the Company’s business;

 

•                                          prohibiting any illegal payments to any governmentofficials or political party representatives of any country; and

 

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•                                          complying with all applicable state and federalsecurities laws.

 

Directors, officers andemployees are prohibited from illegally trading the Company’s securities whilein possession of material, nonpublic (“inside”) information about the Company.The Company’s Insider Trading Policy, which describes the nature of insideinformation and the related restrictions on trading, is attached hereto and shallbe deemed a part of this Code.

 

**IV.****                               ****Conflicts of Interest;Corporate Opportunities**

 

Directors, officers andemployees should not be involved in any activity which creates or gives theappearance of a conflict of interest between their personal interests and theCompany’s interests. In particular, no director, officer or employee shall:

 

•                                          be a consultant to, or a director, officer or employeeof, or otherwise operate an outside business:

 

•                                that markets products or services in competition withthe Company’s current or potential products and services;

 

•                                that supplies products or services to the Company; or

 

•                                that purchases products or services from the Company;

 

•                                          have any financial interest, including stockownership, in any such outside business that might create or give theappearance of a conflict of interest;

 

•                                          seek or accept any personal loan or services from anysuch outside business, except from financial institutions or service providersoffering similar loans or services to third parties under similar terms in theordinary course of their respective businesses;

 

•                                          be a consultant to, or a director, officer or employeeof, or otherwise operate an outside business if the demands of the outsidebusiness would interfere with the director’s, officer’s or employee’sresponsibilities with the Company;

 

•                                          accept any personal loan or guarantee of obligationsfrom the Company, except to the extent such arrangements are legallypermissible;

 

•                                          conduct business on behalf of the Company withimmediate family members, which include spouses, children, parents, siblingsand persons sharing the same home whether or not legal relatives; or

 

•                                          use the Company’s property, information or positionfor personal gain.

 

The appearance of aconflict of interest may exist if an immediate family member of a director,officer or employee of the Company is a consultant to, or a director, officeror employee of, or has a significant financial interest in, a competitor,supplier or customer of the Company, or otherwise does business with theCompany.

 

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In the event of theexistence of any actual or potential conflict of interest, directors andofficers shall notify the Company’s General Counsel, while employees who arenot directors or officers shall notify the Company’s Vice President of HumanResources.

 

**V.****                                   ****ConfidentialityProtection and Proper Use of the Company’s Assets**

 

Directors, officers andemployees shall maintain the confidentiality of all information entrusted tothem by the Company and its suppliers, customers or other business partners,except when disclosure is authorized by the Company or legally required.

 

Confidential informationincludes (1) information marked “Confidential,” “Private,” “For Internal UseOnly,” or containing a similar legend, (2) technical or scientific informationrelating to current and future products, services or research, (3) business ormarketing plans or projections, (4) earnings and other internal financial data,(5) personnel information, (6) supply and customer lists and (7) othernon-public information that, if disclosed, might be of use to the Company’scompetitors, or harmful to the Company or its suppliers, customers or otherbusiness partners.

 

To avoid inadvertentdisclosure of confidential information, directors, officers and employees shallnot discuss confidential information with or in the presence of anyunauthorized persons, including family members and friends.

 

Directors, officers andemployees are personally responsible for protecting those Company assets thatare entrusted to them and for helping to protect the Company’s assets ingeneral.

 

Directors, officers andemployees shall use the Company’s assets for the Company’s legitimate businesspurposes only.

 

**VI.****                               ****Fair Dealing**

 

The Company is committedto promoting the values of honesty, integrity and fairness in the conduct ofits business and sustaining a work environment that fosters mutual respect,diversity, openness and individual integrity. Directors, officers and employeesare expected to deal honestly and fairly with the Company’s customers,suppliers, competitors and other third parties. To this end, directors,officers and employees shall not:

 

•                                          make false or misleading statements to customers,suppliers or other third parties;

 

•                                          make false or misleading statements about competitors;

 

•                                          solicit or accept from any person that does businesswith the Company, or offer or extend to any such person,

 

•                                cash of any amount; or

 

•                                gifts, gratuities, meals or entertainment that gobeyond common courtesies usually associated with accepted business practices tothe extent of

 

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influencing or reasonablygiving the appearance of influencing the Company’s business relationship withthat person;

 

•                                          solicit or accept any fee, commission or othercompensation for referring customers to third-party vendors; or

 

•                                          otherwise take unfair advantage of the Company’scustomers or suppliers, or other third parties, through manipulation, concealment,abuse of privileged information or any other unfair-dealing practice.

 

**VII.****                           ****Accurate and TimelyPeriodic Reports**

 

The Company is committedto providing investors with full, fair, accurate, timely and understandabledisclosure in the periodic reports that it is required to file. To this end,the Company shall:

 

•                                          comply with generally accepted accounting principlesat all times;

 

•                                          maintain a system of internal accounting controls thatwill provide reasonable assurances to management that all transactions areproperly recorded;

 

•                                          maintain books and records that accurately and fairlyreflect the Company’s transactions;

 

•                                          prohibit the establishment of any undisclosed orunrecorded funds or assets;

 

•                                          maintain a system of internal controls that will providereasonable assurances to management that material information about the Companyis made known to management, particularly during the periods in which theCompany’s periodic reports are being prepared; and

 

•                                          present information in a clear and orderly manner andavoid the use of legal and financial jargon in the Company’s periodic reports.

 

**VIII.        Reporting and Effect of Violations**

 

Directors and officersshall report, in person or in writing, any known or suspected violations oflaws, governmental regulations or this Code to the Company’s General Counsel.Employees who are not directors or officers shall report such violations to theCompany’s Vice President of Human Resources. The Company will not allow anyretaliation against a director, officer or employee who acts in good faith inreporting any such violation.

 

The Company’s GeneralCounsel and/or Vice President of Human Resources will investigate any reportedviolations and will oversee an appropriate response, including correctiveaction and preventative measures. Directors, officers and employees thatviolate any laws, governmental regulations or this Code will face appropriate,case specific disciplinary action, which may include, among other action,demotion or discharge.

 

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**COMPLIANCECERTIFICATE**

 

I have read andunderstand the Company’s Code of Business Conduct and Ethics (the “Code”). Iwill adhere in all respects to the ethical standards described in theCode.  I further confirm my understandingthat any violation of the Code will subject me to appropriate disciplinaryaction, which may include demotion or discharge.

 

I certify to the Companythat I am not in violation of the Code, unless I have noted such violation in asigned Statement of Exceptions attached to this Compliance Certificate.

 
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Check one of thefollowing:

 

o            AStatement of Exceptions is attached.

 

o            NoStatement of Exceptions is attached.

 

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**ARTEMISINTERNATIONAL SOLUTIONS CORPORATION**

 

**Memorandumof Company “Insider Trading” Policy**

 
| **TO:**   | **All  Employees and Directors**                                                                |
|-----------|-------------------------------------------------------------------------------------------------|
|      |                                                                                            |
| **FROM:** | **Charles  F. Savoni, Senior Vice President and General Counsel**                               |
|      |                                                                                            |
| **RE:**   | **Statement of Company Policy – Trades in Securities by  Company Personnel and Directors** |

 

## **The need for apolicy statement**

## ** **

The purchase or sale ofsecurities while aware of material nonpublic information, or the disclosure ofmaterial nonpublic information to others who then trade in the Company’ssecurities, is prohibited by the federal securities laws.  Insider trading violations are pursuedvigorously by the Securities and Exchange Commission, or SEC, and the U.S.Attorneys and are punished severely. While the regulatory authorities concentrate their efforts on theindividuals who trade, or who tip inside information to others who trade, thefederal securities laws also impose potential liability on companies and other“controlling persons” if they fail to take reasonable steps to prevent insidertrading by company personnel.

 

The Company has adoptedthis Policy Statement both to satisfy the Company’s obligation to preventinsider trading and to help Company personnel and/or directors avoid the severeconsequences associated with violations of the insider trading laws.  This Policy Statement also is intended toprevent even the appearance of improper conduct on the part of anyone employedby or associated with the Company (not just so-called insiders).  We have all worked hard over the years toestablish a reputation for integrity and ethical conduct, and we cannot affordto have that reputation damaged.  Pleasecarefully review this Memorandum, and let me know if you have any questions.

 

## **The consequences**

 

The consequences of aninsider trading violation can be severe:

 

**Tradersand tippers.** Company personnel (or their tippees) who trade on inside information aresubject to the following penalties:

 

•                  a civil penalty of up to three times the profit gainedor loss avoided;

 

•                  a criminal fine of up to $1,000,000 (no matter howsmall the profit); and

 

•                  a jail term of up to ten years.

 

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An employee whotips information to a person who then trades is subject to the same penaltiesas the tippee, even if the employee did not trade and did not profit from thetippee’s trading.

 

**Controlpersons.** The Company and its supervisory personnel, if they fail to take appropriatesteps to prevent illegal insider trading, are subject to the followingpenalties:

 

•                  a civil penalty of up to $1,000,000 or, if greater,three times the profit gained or loss avoided as a result of the employee’sviolation; and

 

•                  a criminal penalty of up to $2,500,000.

 

**Company-imposedsanctions.**  An employee’s failure to comply with theCompany’s insider trading policy may subject the employee to Company-imposedsanctions, including dismissal for cause, whether or not the employee’s failureto comply results in a violation of law. Needless to say, a violation of law, or even an SEC investigation thatdoes not result in prosecution, can tarnish one’s reputation and irreparablydamage a career.

 

## **Statement ofpolicy**

## ** **

It is the policy of theCompany that no director, executive officer or other employee of the Company whois aware of material nonpublic information relating to the Company may,directly or through family members or other persons or entities, (a) buy orsell securities of the Company (other than pursuant to a pre-approved tradingplan that complies with SEC Rule 10b5-1), or engage in any other action to takepersonal advantage of that information, or (b) pass that information on toothers outside the Company, including family and friends.  In addition, it is the policy of the Companythat no director, executive officer or other employee of the Company who, inthe course of working for the Company, learns of material nonpublic informationabout a company with which the Company does business, including a customer orsupplier of the Company, may trade in that company’s securities until theinformation becomes public or is no longer material.

 

Transactions that may benecessary or justifiable for independent reasons (such as the need to raisemoney for an emergency expenditure) are not excepted from the policy.  The securities laws do not recognize suchmitigating circumstances, and, in any event, even the appearance of an impropertransaction must be avoided to preserve the Company’s reputation for adheringto the highest standards of conduct.

 

**Disclosureof information to others.**  The Company is required under Regulation FD ofthe federal securities laws to avoid the selective disclosure of materialnonpublic information.  The Company hasestablished procedures for releasing material information in a manner that isdesigned to achieve broad public dissemination of the information immediatelyupon its release.  You may not,therefore, disclose information to anyone outside the Company, including familymembers and friends, other than in accordance with those procedures.  You also may not discuss the Company or itsbusiness in an internet “chat room” or similar internet-based forum.

 

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**Materialinformation.** Material information is any information that a reasonable investor wouldconsider important in making a decision to buy, hold, or sell securities.  Any information that could be expected toaffect the Company’s stock price, whether it is positive or negative, should beconsidered material.  Some examples ofinformation that ordinarily would be regarded as material are:

 

•                  financial data or results;

 

•                  projections of future earnings or losses, or otherearnings guidance;

 

•                  earnings that are inconsistent with the consensusexpectations of the investment community;

 

•                  a pending or proposed merger, acquisition or tenderoffer;

 

•                  a pending or proposed acquisition or disposition of asignificant asset;

 

•                  a change in dividend policy, the declaration of astock split, or an offering of additional securities;

 

•                  a change in management;

 

•                  development of a significant new product or process;

 

•                  impending bankruptcy or the existence of severeliquidity problems; and

 

•                  the gain or loss of a significant customer or supplier.

 

**Twenty-twentyhindsight.** Remember, anyone scrutinizing your transactions will be doing so after thefact, with the benefit of hindsight.  Asa practical matter, before engaging in any transaction, you should carefullyconsider how enforcement authorities and others might view the transaction inhindsight.

 

**Wheninformation is “public.”**  If you are aware of material nonpublicinformation, you may not trade until the information has been disclosed broadlyto the marketplace (such as by press release or an SEC filing) and theinvesting public has had time to absorb the information fully.  To avoid the appearance of impropriety, as ageneral rule, information should not be considered fully absorbed by themarketplace until after the second business day after the information isreleased.  If, for example, the Companywere to issue a press release on a Monday, you should not trade in theCompany’s securities until Thursday.  Ifa release were issued on a Friday, Wednesday generally would be the firsteligible trading day.  Furthermore,again to avoid the appearance of impropriety, relating to the public disclosureof the financial results for a particular fiscal quarter or year (i.e., an SECfiling), you should adhere to the following “blackout rule:”  refrain from trading in the Company’ssecurities during the period beginning one month prior to the end of theCompany’s fiscal quarter (or year) and ending after

 

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the second full businessday following the Company’s issuance of its quarterly (or year-ending) earningsrelease.

 

**Transactionsby family members.**  The insider trading policy also applies to your family memberswho reside with you, anyone else who lives in your household, and any familymembers who do not live in your household but whose transactions in Companysecurities are directed by you or are subject to your influence or control(such as parents or children who consult with you before they trade in companysecurities).  You are responsible forthe transactions of these other persons and therefore should make them aware ofthe need to confer with you before they trade in the Company’s securities.

 

**Transactionsunder Company Stock Plans**

 

Stock option exercises.  The Company’s insider tradingpolicy does not apply to the exercise of an employee stock option, or to theexercise of a tax withholding right pursuant to which you elect to have theCompany withhold shares subject to an option to satisfy tax-withholdingrequirements.  The policy does apply,however, to any sale of stock as part of a broker-assisted cashless exercise ofan option, or any other market sale for the purpose of generating the cashneeded to pay the exercise price of an option.

 

**Additionalprohibited transactions.**  The Companyconsiders it improper and inappropriate for any director, officer or otheremployee of the Company to engage in short-term or speculative transactions inthe Company’s securities.  It thereforeis the Company’s policy that directors, officers and other employees may notengage in any of the following transactions:

 

Short-term trading. An employee’s short-term trading of the Company’s securities may bedistracting to the employee and may unduly focus the employee on the Company’sshort-term stock market performance instead of the Company’s long-term businessobjectives.  For these reasons, anydirector, officer or other employee of the Company who purchases Companysecurities in the open market may not sell any company securities of the sameclass during the six months following the purchase.

 

Short sales. Short sales of the Company’s securities evidence an expectation on thepart of the seller that the securities will decline in value, and thereforesignal to the market that the seller has no confidence in the Company or itsshort-term prospects.  In addition,short sales may reduce the seller’s incentive to improve the Company’sperformance.  For these reasons, shortsales of the Company’s securities are prohibited by this Policy Statement.   In addition, Section 16(c) of theExchange Act prohibits officers and directors from engaging in short sales.

 

Publicly traded options. A transaction in options is, in effect, a bet on the short-term movementof the Company’s stock, and, therefore, creates the appearance that thedirector, officer or employee is trading based on inside information.  Transactions in options also may focus thedirector’s, officer’s or employee’s attention on short-term performance at theexpense of the Company’s long-term objectives. Accordingly, transactions in puts, calls or other derivative securities,on an exchange or in any other organized market, are prohibited by this PolicyStatement.  (Option positions arisingfrom certain types of hedging transactions are governed by thesection below captioned “Hedging Transactions.”)

 

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Hedging transactions. Certain forms of hedging or monetization transactions, such as zero-costcollars and forward sale contracts, allow an employee to lock in much of thevalue of his or her stock holdings, often in exchange for all or part of thepotential for upside appreciation in the stock.  These transactions allow the director or employee to continue toown the covered securities, but without the full risks and rewards of ownership.  When that occurs, the director or employeemay no longer have the same objectives as the Company’s othershareholders.  Therefore, the Companystrongly discourages you from engaging in such transactions.  Any person wishing to enter into such anarrangement must first pre-clear the proposed transaction with the GeneralCounsel.  Any request for pre-clearanceof a hedging or similar arrangement must be submitted to the Board of Directorsat least two weeks prior to the proposed execution of documents evidencing theproposed transaction and must set forth a justification for the proposedtransaction.

 

Margin accounts andPledges.  Securities held in a margin account may besold by the broker without the customer’s consent if the customer fails to meeta margin call.  Similarly, securitiespledged (or hypothecated) as collateral for a loan may be sold in foreclosureif the borrower defaults on the loan. Because a margin sale or foreclosure sale may occur at a time when thepledgor is aware of material nonpublic information or otherwise is not permittedto trade in Company securities, directors, officers and other employees areprohibited from holding Company securities in a margin account or pledgingCompany securities as collateral for a loan. An exception to this prohibition may be granted where a person wishes topledge Company securities as collateral for a loan (not including margin debt)and clearly demonstrates the financial capacity to repay the loan withoutresort to the pledged securities.  Anyperson who wishes to pledge Company securities as collateral for a loan mustsubmit a request for approval to the General Counsel at least two weeks priorto the proposed execution of documents evidencing the proposed pledge.

 

Post-terminationtransactions. The Policy Statement continues to apply to your transactions in Companysecurities even after you have terminated employment.  If you are in possession of material nonpublic information whenyour employment terminates, you may not trade in Company securities until thatinformation has become public or is no longer material.

 

Company assistance.  Any person who has a questionabout this Policy Statement or its application to any proposed transaction mayobtain additional guidance from the General Counsel.  Ultimately, however, the responsibility for adhering to thisPolicy Statement and avoiding unlawful transactions rests with the individualemployee.

 

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